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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION
13 OR 15(d)
OF THE SECURITIES EXCHANGE
ACT OF 1934
Date of Report (Date
of earliest event reported): September 14, 2026
Fifth Era Acquisition
Corp I
(Exact name of registrant
as specified in its charter)
| Cayman Islands |
|
001-42539 |
|
36-5108801 |
|
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
PO Box 1093 Boundary
Hall
Cricket Square, Grand
Cayman
KY1-1102 Cayman Islands
(Address of principal
executive offices, including zip code)
Registrant’s
telephone number, including area code: (345) 814-5726
Not Applicable
(Former name or former
address, if changed since last report)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section
12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units, each consisting of one Class A ordinary share and one right |
|
FERAU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share |
|
FERA |
|
The Nasdaq Stock Market LLC |
| Rights, each right entitling the holder to receive one-tenth (1/10) of one Class A ordinary share upon the consummation of the initial business combination |
|
FERAR |
|
The Nasdaq Stock Market LLC |
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
On September 14, 2026, Fifth Era Acquisition Corp. I (the “Company”)
received a written notice (the “Notice”) from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market
(“Nasdaq”) indicating that the Company was not in compliance with Listing Rule 5450(a)(2), which requires the Company
to have at least 400 Total Holders for continued listing on the Nasdaq Global Market (the “Minimum Total Holders Requirement”).
The Notice is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the
Company’s securities on Nasdaq Global Market.
The Notice states that the Company has 45 calendar days, or until October
29, 2026, to submit a plan to regain compliance with the Minimum Total Holders Requirement. If Nasdaq accepts the Company’s plan,
Nasdaq may grant the Company an extension of up to 180 calendar days from the date of the Notice to evidence compliance with the Minimum
Total Holders Requirement. If Nasdaq does not accept the Company’s plan, the Company will have the opportunity to appeal the decision
in front of a Nasdaq Hearings Panel.
The Company will consider implementing available options to regain
compliance with the Minimum Total Holders Requirement. Alternatively, the Company may consider applying to transfer its securities to
The Nasdaq Capital Market.
This announcement is made in compliance with Nasdaq Listing Rule 5810(b),
which requires prompt disclosure of receipt of a deficiency notification.
Forward-Looking Statements
Certain information contained in this Current Report on Form 8-K consists
of forward-looking statements that involve risks, uncertainties and assumptions that are difficult to predict. Words such as “must,”
“will,” “may,” “intends,” and similar expressions, or the use of future tense, identify forward-looking
statements, but their absence does not mean that a statement is not forward-looking. Such forward-looking statements are not guarantees
of performance and actual actions or events could differ materially from those contained in such statements. For example, there can be
no assurance that the Company will regain compliance with the Minimum Total Holders Requirement during the any applicable cure period
or be able to transfer its securities to the Nasdaq Capital Market. Additional factors that could cause actual results to differ from
the forward-looking statements herein include potential adverse effects on the Company’s business related to the disclosures made
in this Current Report on Form 8-K, volatility of the Company’s stock price, and the other risk factors discussed under the caption
“Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and the Company’s
other filings with the Securities and Exchange Commission. The forward-looking statements contained in this Current Report on Form 8-K
speak only as of the date of this report and the Company undertakes no obligation to publicly update any forward-looking statements to
reflect changes in information, events or circumstances after the date of this report, unless required by law.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
FIFTH ERA ACQUISITION CORP I |
| |
|
|
| Date: September 17, 2026 |
By: |
/s/ Mitchell Mechigian |
| |
|
Name: |
Mitchell Mechigian |
| |
|
Title: |
Chief Executive Officer |