Special Meeting of Fifth Wall Acquisition Corp. I
Stockholders to Approve Business Combination Scheduled for
August 23, 2021
Upon Closing, the Combined Company Stock Will Trade on the
NYSE Under "SMRT" Ticker Symbol
SCOTTSDALE, Ariz., Aug. 6, 2021 /PRNewswire/ -- SmartRent.com,
Inc. ("SmartRent" or "the Company"), a leading provider of smart
home and smart building automation for property owners, managers,
developers, homebuilders and residents, today announced that the
Securities and Exchange Commission ("SEC") on August 6, 2021 declared effective the
Registration Statement on Form S-4 (the "Registration Statement")
filed with the SEC in connection with SmartRent's business
combination with Fifth Wall Acquisition Corp. I (NASDAQ: FWAA)
("FWAA"), a publicly-traded special purpose acquisition
company.
FWAA will hold a special meeting of its stockholders via live
webcast at https://www.cstproxy.com/fifthwall/2021 on
August 23, 2021 at 9:00 a.m. Eastern Time (the "Special Meeting")
for its stockholders of record at the close of business on
July 27, 2021 (the "Record Date") to
vote on the proposed business combination, among other things. FWAA
has also filed with the SEC a definitive proxy statement/prospectus
relating to the proposed business combination and will commence
mailing of the definitive proxy statement/prospectus to its
stockholders of record. The business combination is expected to
close shortly after the Special Meeting, subject to stockholder
approvals and satisfaction of other customary closing
conditions.
"The SmartRent team is thrilled to have crossed a critical
threshold in our journey to becoming a publicly-traded company, and
look forward to successfully completing the proposed business
combination with FWAA," said Lucas
Haldeman, CEO of SmartRent. "Our 182 customers, which
collectively own approximately 3.5 million units, chose SmartRent's
value-enhancing open-architecture and hardware-agnostic operating
system because it reduces the complexities of property management,
increases revenue and lowers operating costs for their portfolios,
while delivering an elevated experience to residents. The strong
demand we are experiencing for our comprehensive smart home
solution reinforces our conviction that we have the right product
at the right time. Despite a tight labor market, we have been
highly successful in attracting experienced engineers, sales people
and field operations leaders to deliver our growing backlog."
"SmartRent has tremendous growth potential as a leader in a
rapidly growing market with a clear technological edge over
competitors. We are excited to present the business combination to
FWAA stockholders and look forward to partnering with SmartRent
through its next phase of growth," said Brendan Wallace, CEO of Fifth Wall Acquisition
Corp. I.
The declaration of effectiveness by the SEC and the filing of
the definitive proxy statement is an important step in SmartRent
becoming a publicly traded company, with the goal of being listed
on the New York Stock Exchange under the symbol "SMRT" at the close
of the transaction.
About SmartRent
Founded in 2017, SmartRent is an enterprise smart home and smart
building technology platform for property owners, managers and
residents. The SmartRent solution is designed to provide property
managers with seamless visibility and control over all their assets
while delivering cost savings and additional revenue opportunities
through all-in-one home control offerings for residents. For more
information please visit smartrent.com.
About Fifth Wall Acquisition Corp. I
Fifth Wall Acquisition Corp. I is a blank check company
incorporated for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more businesses.
Important Information for Investors and Stockholders
This document relates to the proposed merger involving Fifth
Wall Acquisition Corp. I ("FWAA") and SmartRent.com, Inc.
("SmartRent"). FWAA filed an amended registration statement on Form
S-4 (the "Registration Statement") with the Securities and Exchange
Commission ("SEC") on July 26, 2021,
which included a preliminary proxy statement/prospectus in
connection with FWAA's solicitation for proxies for the vote by
FWAA's shareholders in connection with the proposed transactions
and other matters as described in such Registration Statement, as
well as the prospectus relating to the offer of the securities to
be issued to SmartRent's shareholders in connection with the
completion of the proposed transaction. The definitive proxy
statement/prospectus is being mailed to the stockholders of FWAA,
seeking any required stockholder approvals. Investors and security
holders of FWAA and SmartRent are urged to carefully read the
entire definitive proxy statement/prospectus and any other relevant
documents filed with the SEC, as well as any amendments or
supplements to these documents, because they will contain important
information about the proposed transaction. The documents filed by
FWAA with the SEC may be obtained free of charge at the SEC's
website at www.sec.gov. Alternatively, these documents, when
available, can be obtained free of charge from FWAA upon written
request to Fifth Wall Acquisition Corp. I, 6060 Center Drive, 10th
Floor, Los Angeles, California
90045.
FWAA, SmartRent and certain of their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies in favor of the approval of the merger and
related matters. Information regarding their interest in the
transaction is contained in the Registration Statement and
definitive proxy statement/prospectus. Free copies of these
documents may be obtained as described in the preceding
paragraph.
This document does not constitute a solicitation of a proxy,
consent, or authorization with respect to any securities or in
respect of the proposed transaction. 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, FWAA's and SmartRent's expectations
or predictions of future financial or business performance or
conditions, SmartRent's product roadmap, including the expected
timing of new product releases, SmartRent's plans to expand its
product availability globally, the expected composition of the
management team and board of directors following the transaction,
the expected use of capital following the transaction, including
SmartRent's 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 FWAA or SmartRent and do not
express the expectations, predictions or opinions of 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," "forecasts," "may," "will,"
"should," "seeks," "plans," "scheduled," "anticipates," "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 FWAA's Form S-1 titled "Risk
Factors," which was filed with the SEC on February 4, 2021. These risk factors will be
important to consider in determining future results and should be
reviewed in their entirety. These forward-looking statements are
based on FWAA's or SmartRent's management's current expectations
and beliefs, as well as a number of assumptions concerning future
events. However, there can be no assurance that the events,
results, or trends identified in these forward-looking statements
will occur or be achieved. Forward-looking statements speak only as
of the date they are made, and neither FWAA nor SmartRent is under
any obligation and expressly disclaim any obligation, to update,
alter or otherwise revise any forward-looking statement, whether as
a result of new information, future events, or otherwise, except as
required by law. Readers should carefully review the statements set
forth in the reports, which FWAA has filed or will file from time
to time with the SEC.
In addition to factors previously disclosed in FWAA's reports
filed with the SEC, including FWAA's most recent reports on Form
8-K and all attachments thereto, which are available, free of
charge, at the SEC's website at www.sec.gov, and those identified
elsewhere in this document, the following factors, among others,
could cause actual results to differ materially from
forward-looking statements or historical performance: risks and
uncertainties related to the inability of the parties to
successfully or timely consummate the merger, including the risk
that any required regulatory approvals or stockholder approvals of
FWAA or SmartRent are not obtained, are delayed or are subject to
unanticipated conditions that could adversely affect the combined
company or the expected benefits of the merger is not obtained,
failure to realize the anticipated benefits of the merger, risks
related to SmartRent's ability to execute on its business strategy,
attract and retain users, develop new offerings, enhance existing
offerings, compete effectively, and manage growth and costs, the
duration and global impact of COVID-19, the possibility that FWAA
or SmartRent may be adversely affected by other economic, business
and/or competitive factors, the number of redemption requests made
by FWAA's public stockholders, the ability of SmartRent and the
combined company to leverage Fifth Wall's limited partner and other
commercial relationships to grow SmartRent's customer base (which
is not the subject of any legally binding obligation on the part of
Fifth Wall or any of its partners or representatives), the ability
of SmartRent and the combined company to leverage its relationship
with any other SmartRent investor (including investors in the
proposed PIPE transaction) to grow SmartRent's customer base, the
ability of the combined company to meet Nasdaq's listing standards
(or the standards of any other securities exchange on which
securities of the public entity are listed) following the merger,
the inability to complete the private placement of common stock of
FWAA to certain institutional accredited investors, the risk that
the announcement and consummation of the transaction disrupts
SmartRent's current plans and operations, costs related to the
transaction, changes in applicable laws or regulations, the outcome
of any legal proceedings that may be instituted against FWAA,
SmartRent, or any of their respective directors or officers,
following the announcement of the transaction, the ability of FWAA
or the combined company to issue equity or equity-linked securities
in connection with the proposed merger or in the future, the
failure to realize anticipated pro forma results and underlying
assumptions, including with respect to estimated stockholder
redemptions and purchase price and other adjustments; and those
factors discussed in documents of FWAA filed, or to be filed, with
the SEC.
Additional factors that could cause actual results to differ
materially from those expressed or implied in forward-looking
statements can be found in FWAA's most recent reports on Form 8-K,
which are available, free of charge, at the SEC's website at
www.sec.gov, and will also be provided in FWAA's proxy
statement/prospectus, when available. Any financial projections in
this document are forward-looking statements that are based on
assumptions that are inherently subject to significant
uncertainties and contingencies, many of which are beyond FWAA's
and SmartRent's control. While all projections are necessarily
speculative, FWAA and SmartRent believe that the preparation of
prospective financial information involves increasingly higher
levels of uncertainty the further out the projection extends from
the date of preparation. The assumptions and estimates underlying
the projected results are inherently uncertain and are subject to a
wide variety of significant business, economic and competitive
risks and uncertainties that could cause actual results to differ
materially from those contained in the projections. The inclusion
of projections in this document should not be regarded as an
indication that FWAA and SmartRent, or their representatives,
considered or consider the projections to be a reliable prediction
of future events.
Annualized, pro forma, projected and estimated numbers
(including projected revenue derived from committed units) are used
for illustrative purposes only, are not forecasts, and may not
reflect actual results. Presentation of historical 0% customer
churn (which occurs when an existing customer removes SmartRent
installed units) is illustrative only, and is not intended to be
predictive of future churn, particularly as business continues to
grow. When used herein, the term "committed units" includes both
(i) units that are subject to binding purchase orders from
customers and (ii) units that existing customers who are parties to
a SmartRent master services agreement have informed SmartRent that
they intend to order.
This document is not intended to be all-inclusive or to contain
all the information that a person may desire in considering an
investment in FWAA and is not intended to form the basis of an
investment decision in FWAA. All subsequent written and oral
forward-looking statements concerning FWAA and SmartRent, the
proposed transaction, or other matters and attributable to FWAA and
SmartRent or any person acting on their behalf are expressly
qualified in their entirety by the cautionary statements above.
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SOURCE SmartRent
