Fifth Era Acquisition Corp I SEC Filings

Fifth Era Acquisition Corp I, a SPAC, reported net income of $1.29 million for the quarter ended March 31, 2026, driven by $2.09 million of interest on its $239.95 million Trust Account, partially offset by $0.80 million of general and administrative expenses.

Cash outside the Trust Account was $370,084 with a working capital deficit of $3.18 million, and management disclosed substantial doubt about its ability to continue as a going concern if it cannot complete a business combination by March 3, 2027.

The company entered into a Miotal Business Combination Agreement, under which its Class A and B shares will convert into Holdco shares and Miotal shareholders will receive Holdco shares valued at $10 billion. Miotal estimates its high-purity strategic metals stockpile at about $35 billion based on prevailing prices. Closing is expected in the second half of 2026, subject to shareholder, regulatory and other customary approvals.

Fifth Era Acquisition Corp I reported a leadership change in its finance team. On May 8, 2026, Chief Financial Officer Christopher Linn resigned, and the Board accepted his resignation effective immediately. The company states his departure did not involve any disagreement over operations, policies, or financial reporting.

The Board simultaneously appointed Christopher Nelson, age 29, as the new Chief Financial Officer, also effective May 8, 2026. Nelson has supported the company’s accounting, finance, and reporting since its IPO and previously held research and finance roles at Fifth Era Partners, as well as a consulting role at Mercer.

Fifth Era Acquisition Corp I director Donald H. Putnam filed an initial Form 3, which is a statement of beneficial ownership for new insiders. The filing lists him as a director but shows no reported transactions or holdings in either common stock or derivative securities at this time.

Fifth Era Acquisition Corp I entered into a Business Combination Agreement to merge with SMT Holdings Limited through a Holdco structure. The merger would convert FERA ordinary shares into Holdco ordinary shares and exchange the Company’s shares for Holdco ordinary shares reflecting a $10 billion equity value at $10.00 per Holdco Ordinary Share, subject to adjustments and closing conditions.

The Company describes a strategic metals inventory the parties estimate at approximately $35 billion based on prevailing market prices. Closing is expected in the first half of 2026, subject to shareholder approvals, a Form S-4/F-4 registration statement, Nasdaq approval and other customary conditions.

Fifth Era Acquisition Corp I announced a definitive business combination with SMT Holdings Limited (Miotal), a strategic metals platform. FERA will merge into a new Cayman entity, and each FERA share will convert into one new Holdco ordinary share. Each Miotal share will be exchanged for Holdco shares based on a $10 billion equity value, with each Holdco share valued at $10.00, subject to adjustments. Miotal controls an independently verified inventory of ultrafine copper powder, ultrafine nickel wire and rare earth metals that it estimates at approximately $35 billion at prevailing market prices. The deal, unanimously approved by both boards, is expected to close in the first half of 2026, subject to shareholder approvals, regulatory clearances, Nasdaq listing approval and completion of specified stockpile sales. Related agreements include a Sponsor Support Agreement, registration rights and lock-up arrangements that govern voting support, cost sharing and post-closing resale and transfer restrictions.

Fifth Era Acquisition Corp I and SMT Holdings Limited ("Miotal") entered a definitive business combination agreement to list Miotal on Nasdaq via a merger with FERA. The combined company is expected to operate as Miotal and will hold an independently verified inventory of high‑purity strategic metals, including ultrafine copper powder, ultrafine nickel wire and rare earth metals. The transaction was unanimously approved by both boards and remains subject to customary closing conditions, including shareholder approval, the effectiveness of a registration statement on Form F‑4, and applicable regulatory approvals.

Fifth Era Acquisition Corp. I is a Cayman Islands-based blank check company that raised $230,000,000 in its IPO on March 3, 2025 by selling 23,000,000 units at $10.00 each, plus a 600,000-unit private placement at $10.00 per unit.

The company placed $230,000,000, including $10,950,000 of deferred underwriting commissions, into a U.S. Trust Account and has until March 3, 2027 to complete a business combination or redeem public shares. As of March 31, 2026, 23,600,000 Class A and 7,666,667 Class B ordinary shares were outstanding, and the report highlights extensive risks around redemptions, dilution, regulatory changes and SPAC-specific deal uncertainty.

Fifth Era Acquisition Corp I reported changes to its board of directors. On March 17, 2026, director Gary Cookhorn resigned from the board, and the company stated his resignation did not result from any disagreement over operations, policies, or practices. On March 20, 2026, the board unanimously appointed Donald Putnam as a new director, effective immediately. The filing highlights Mr. Putnam’s extensive background in investment banking, quantitative finance, machine learning, and blockchain, as well as his leadership roles at Energy Substantiation Partners LLC and Grail Partners LLC. The company also noted there are no family relationships or related-party transactions involving Mr. Putnam that require disclosure.

MMCAP International Inc. SPC and Asset Management Inc. report beneficial ownership of 1,900,000 Class A Ordinary Shares of Fifth Era Acquisition Corp I, representing 8.1% of the class as of 12/31/2025.

They report shared voting and dispositive power over all 1,900,000 shares and no sole voting or dispositive power. They certify the shares were not acquired to change or influence control, but on a passive basis, and enter into a joint filing agreement.