CORRESP 1 filename1.htm

 

Deutsche Bank Securities Inc.
60 Wall Street
New York, New York 10005

 

Goldman Sachs & Co. LLC

200 West Street

New York, New York 10282-2198

 

BofA Securities, Inc.

One Bryant Park
New York, New York 10036

 

May 20, 2021

 

VIA EDGAR

 

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Eric Envall

 

Re: Fifth Wall Acquisition Corp. III
  Registration Statement on Form S-1
  Filed April 16, 2021, as amended
  File No. 333-255292

 

Dear Mr. Envall:

 

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, for themselves and the several underwriters, hereby join in the request of Fifth Wall Acquisition Corp. III that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. Washington D.C. time on May 24, 2021, or as soon thereafter as practicable.

 

Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advise that approximately 3,026 copies of the Preliminary Prospectus dated May 20, 2021 are expected to be distributed to prospective underwriters and dealers, institutional investors, retail investors and others.

 

The undersigned advise that they have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 

* * *

 

[Signature page follows]

 

 

 

  Very truly yours,
   
  DEUTSCHE BANK SECURITIES INC.
  GOLDMAN SACHS & CO. LLC
  BOFA SECURITIES, INC.
   
  As Representatives of the Several Underwriters
   
  By: DEUTSCHE BANK SECURITIES INC.
   
  By: /s/ Ravi Raghunathan
  Name: Ravi Raghunathan
  Title: Managing Director
   
  By: /s/ Brandon Sun
  Name: Brandon Sun
  Title: Director
   
  By: GOLDMAN SACHS & CO. LLC
   
  By: /s/ Olympia McNerney
  Name: Olympia McNerney
  Title: Managing Director
   
  By: BOFA SECURITIES INC.
   
  By: /s/ Michele A. H. Allong
  Name: Michele A. H. Allong
  Title: Authorized Signatory