|
Delaware
(State or other jurisdiction of
incorporation or organization) |
| |
6770
(Primary Standard Industrial
Classification Code Number) |
| |
86-2143691
(I.R.S. Employer
Identification No.) |
|
|
Steven J. Slutzky
Joshua M. Samit Debevoise & Plimpton LLP 919 Third Avenue New York, New York 10022 Tel: (212) 909-6000 |
| |
Joelle Khoury
6060 Center Drive 10th Floor Los Angeles, California 90045 Tel: (310)-853-8878 |
| |
Gregg A. Noel
Michael Mies Skadden, Arps, Slate, Meagher & Flom LLP 525 University Ave Palo Alto, CA 94301 Tel: (650)-470-4500 |
|
| | ||||||||||||||||
TITLE OF EACH CLASS OF SECURITIES
TO BE REGISTERED |
| | |
AMOUNT
BEING REGISTERED |
| | |
PROPOSED
MAXIMUM OFFERING PRICE PER SECURITY(1) |
| | |
PROPOSED
MAXIMUM AGGREGATE OFFERING PRICE(1) |
| | |
AMOUNT OF
REGISTRATION FEE |
|
Class A common stock, $0.0001 par value(2)
|
| | |
17,250,000(3)
|
| | |
$10.00
|
| | |
$172,500,000
|
| | |
$18,820(4)
|
|
Total
|
| | | | | | | | | | |
$172,500,000
|
| | |
$18,820(4)
|
|
|
EXHIBIT NO.
|
| |
DESCRIPTION
|
|
| 1.1* | | | | |
| 3.1* | | | | |
| 3.2* | | | | |
| 3.3* | | | | |
| 3.4* | | | | |
| 3.5* | | | | |
| 4.1* | | | | |
| 5.1* | | | | |
| 10.1* | | | Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant. | |
| 10.2* | | | Form of Registration and Stockholder Rights Agreement among the Registrant and the Sponsor. | |
| 10.3* | | | | |
| 10.4* | | | Form of Letter Agreement among the Registrant and each director and executive officer of the Registrant. | |
| 10.5* | | | | |
| 10.6* | | | | |
| 10.7* | | | Form of Private Placement Share Purchase Agreement between the Registrant and our Sponsor. | |
| 10.8* | | | Form of Administrative Support Agreement between Fifth Wall Ventures Management, LLC and the Registrant. | |
| 23.1 | | | | |
| 23.2* | | | | |
| 24* | | | |
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Brendan Wallace
Brendan Wallace
|
| |
Chairman of the Board and Chief Executive Officer
(Principal Executive Officer) |
| |
May 10, 2021
|
|
|
*
Andriy Mykhaylovskyy
|
| |
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer) |
| |
May 10, 2021
|
|
|
*
Adeyemi Ajao
|
| |
Director
|
| |
May 10, 2021
|
|
|
*
Alana Beard
|
| |
Director
|
| |
May 10, 2021
|
|
|
*
Eric Feder
|
| |
Director
|
| |
May 10, 2021
|
|
|
*
Poonam Sharma Mathis
|
| |
Director
|
| |
May 10, 2021
|
|
|
*
Amanda Parness
|
| |
Director
|
| |
May 10, 2021
|
|
|
* By: /s/ Brendan Wallace
Name: Brendan Wallace
Title: Attorney-in-fact |
| | | | | | |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the use in the Prospectus constituting a part of this Registration Statement on Amendment No.3 to Form S-1 of our report dated March 1, 2021, relating to the financial statements of Fifth Wall Acquisition Corp. II, which is contained in that Prospectus. We also consent to the reference to us under the caption “Experts” in the Prospectus.
/s/ WithumSmith+Brown, PC | |
New York, New York | |
May 10, 2021 |