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Fifth Era gets Nasdaq notice on holder deficiency

Nasdaq has notified Fifth Era Acquisition Corp I that it is below the 400-holder requirement, starting a defined cure period but not triggering immediate delisting.

(High)
(Negative)
Form Type
8-K

Rhea-AI Filing Summary

Fifth Era Acquisition Corp I (FERA) reported that on September 14, 2026 it received a written notice from Nasdaq stating it is not in compliance with Nasdaq Listing Rule 5450(a)(2), which requires at least 400 Total Holders for continued listing on the Nasdaq Global Market. The notice is a deficiency notification only and currently has no effect on the listing or trading of the company’s securities. Fifth Era has 45 calendar days, until October 29, 2026, to submit a plan to regain compliance, after which Nasdaq may grant up to an additional 180 calendar days to evidence compliance. The company is evaluating options to regain compliance with the Minimum Total Holders Requirement and may also consider applying to transfer its securities to the Nasdaq Capital Market.

Positive

  • None.

Negative

  • Nasdaq deficiency notice for holder count: The company is not in compliance with Nasdaq Listing Rule 5450(a)(2), which requires at least 400 Total Holders for continued listing on the Nasdaq Global Market, creating a risk of adverse listing action if compliance is not regained.

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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.
Minimum Total Holders Requirement 400 Total Holders Nasdaq Listing Rule 5450(a)(2) requirement for Nasdaq Global Market
Notice date September 14, 2026 Date Nasdaq notified Fifth Era Acquisition Corp I of non-compliance
Plan submission deadline October 29, 2026 45 calendar days from the notice date to submit a compliance plan
Maximum extension period 180 calendar days Potential additional time from the notice date for Nasdaq to allow evidence of compliance
Minimum Total Holders Requirement regulatory
"to regain compliance with the Minimum Total Holders Requirement"
Nasdaq Global Market regulatory
"for continued listing on the Nasdaq Global Market"
The Nasdaq Global Market is a section of the stock exchange where larger, well-established companies are listed and publicly traded. It functions like a marketplace where investors can buy and sell shares of these companies, providing them with access to capital and opportunities for growth. Its role is important because it helps investors identify and invest in reputable companies with strong financial backgrounds.
Nasdaq Capital Market regulatory
"may consider applying to transfer its securities to The Nasdaq Capital Market"
The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.
deficiency notification regulatory
"The Notice is only a notification of deficiency, not of imminent delisting"
A deficiency notification is a formal notice from a regulator, exchange, or reviewer pointing out missing, unclear, or inadequate information in a company’s filing or application. It matters to investors because it can delay approvals, listings, fundraising or product launches and signal compliance or disclosure problems; think of it as a teacher returning a homework sheet with items circled that must be fixed before the work is accepted.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What Nasdaq compliance issue did Fifth Era Acquisition Corp I (FERA) disclose?

Fifth Era Acquisition Corp I disclosed that Nasdaq notified it on September 14, 2026 that it is not in compliance with Listing Rule 5450(a)(2), which requires at least 400 Total Holders for continued listing on the Nasdaq Global Market.

Does the Nasdaq notice immediately affect trading of FERA securities?

No. The company states the Nasdaq notice is a notification of deficiency, not of imminent delisting, and it currently has no effect on the listing or trading of Fifth Era Acquisition Corp I’s securities on the Nasdaq Global Market.

What deadline does FERA face to address the Nasdaq holder deficiency?

Fifth Era Acquisition Corp I has 45 calendar days, until October 29, 2026, to submit a plan to Nasdaq to regain compliance with the Minimum Total Holders Requirement for the Nasdaq Global Market.

How much extra time could FERA receive to regain Nasdaq compliance?

If Nasdaq accepts the company’s compliance plan, it may grant Fifth Era Acquisition Corp I an extension of up to 180 calendar days from the date of the September 14, 2026 notice to evidence compliance with the Minimum Total Holders Requirement.

What options is FERA considering to handle the Nasdaq deficiency?

Fifth Era Acquisition Corp I states it will consider implementing available options to regain compliance with the Minimum Total Holders Requirement and may alternatively consider applying to transfer its securities to The Nasdaq Capital Market.

What recourse does FERA have if Nasdaq rejects its compliance plan?

If Nasdaq does not accept the company’s plan, Fifth Era Acquisition Corp I will have the opportunity to appeal the decision before a Nasdaq Hearings Panel, according to the disclosure.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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. 

 

1

 

 

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

 

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