[SCHEDULE 13D/A] Fifth Era Acquisition Corp I SEC Filing

Rhea-AI Filing Summary

Fifth Era Acquisition Corp I Schedule 13D/A reports ownership stakes and related agreements among the Sponsor and four reporting persons. The Sponsor and related entities hold 7,124,354 Ordinary Shares, representing 22.8% of the class based on 31,266,667 Ordinary Shares outstanding as of May 8, 2025. Mr. Mitchell Mechigian now beneficially owns 8,046,667 Ordinary Shares (including 922,313 Class B shares transferred to him), representing 25.7% of the class.

The filing describes the original purchase of Founder Shares for $25,000, a December 2024 share capitalization, and a private placement on February 27, 2025 in which the Sponsor bought 380,000 Placement Units at $10.00 each. Voting and lock-up agreements require the Sponsor and insiders to vote Founder Shares and Placement Units in favor of a business combination and restrict transfers and redemptions under specified conditions. The Sponsor transferred 922,313 Class B shares to Mr. Mechigian pursuant to a September 15, 2025 securities assignment agreement.

Positive

• Insider alignment: Transfer of 922,313 Class B shares to Mitchell Mechigian increases his direct stake to 25.7%, aligning an insider with sponsor interests
• Sponsor commitment: Sponsor purchased 380,000 Placement Units at $10.00 each, demonstrating financial commitment to the SPAC transaction
• Contractual clarity: Voting commitments and lock-up provisions are documented, providing transparency on how insiders will vote on a business combination

Negative

• Concentration of control: Sponsor and related reporting persons control 22.8% (and Mr. Mechigian 25.7% including transferred shares), which may limit minority influence
• Restrictions on liquidity: Placement Units and Founder Shares are subject to lock-up and transfer restrictions, limiting insiders' ability to sell pre-combination
• Limited public participation in outcomes: Insider agreements prohibit these shares from participating in liquidating distributions of the Trust Account if no business combination occurs

Insights

Financial Analyst

TL;DR: Insider ownership concentration increased; Sponsor and insiders control significant voting power (22.8%–25.7%), with lock-ups and voting commitments tied to the SPAC.

The Schedule 13D/A documents a transfer that raises Mr. Mechigian's beneficial ownership to 25.7% and confirms the Sponsor group controls 7,124,354 shares (22.8%). Material terms disclosed include founder share economics from a nominal $25,000 purchase, the Sponsor's 380,000 Placement Units purchased at $10.00 each, and contractual voting and lock-up commitments that limit disposition and redemption rights pre-business combination. These facts affect governance and voting outcomes for any proposed initial business combination.

Corporate Governance Expert

TL;DR: The securities assignment and insider agreements concentrate influence and create predictable voting behavior ahead of an initial business combination.

The filing shows legally binding insider commitments via the Insider Letter and Placement Units Purchase Agreement that require voting Founder Shares and Placement Units in favor of a transaction and impose transfer and redemption restrictions. The Sponsor's indemnity obligations related to the Trust Account are also disclosed. These contractual constraints, combined with the transfer of 922,313 Class B shares to Mr. Mechigian, materially affect control dynamics and minority holders' redemption options in a SPAC transaction context.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Fifth Era Acquisition Corp I

(Name of Issuer)

Class A Ordinary Shares, $0.0001 par value

(Title of Class of Securities)

G3415K101

(CUSIP Number)

Mitchell Mechigian
CEO, Corporation Trust Center, 1209 Orange Street
Wilmington, DE, 19801
310-545-9265

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/15/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. G3415K101

1

Name of reporting person

Fifth Era Acquisition Sponsor I LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 7,124,354.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 7,124,354.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

7,124,354.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

22.8 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

(1) Includes 380,000 of the Issuer's Class A ordinary shares, $0.0001 par value ("Class A Ordinary Shares") and 6,744,354 of the Issuer's Class B ordinary shares, $0.0001 par value ("Class B Ordinary Shares" and, together with the Class A Ordinary Shares, the "Ordinary Shares"), which are automatically convertible into Class A Ordinary Shares at the time of the Issuer's initial business combination on a one-for-one basis, or at any time prior to the Issuer's initial business combination, at the option of the holder, subject to adjustment as more fully described under the heading "Description of Securities--Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-284616). The 380,000 Class A Ordinary Shares are included in units (each unit consisting of one Class A Ordinary Share and one right to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of the Issuer's initial business combination), acquired pursuant to a Private Placement Units Purchase Agreement by and between Fifth Era Acquisition Sponsor I LLC (the "Sponsor") and the Issuer. (2) Does not include 38,000 Class A Ordinary Shares issuable upon the conversion of 380,000 rights upon the consummation of the Issuer's initial business combination. Also does not include 922,313 Class B Ordinary Shares held by Mr. Mechigian in his individual capacity, which were transferred to him by the Sponsor, pursuant to a certain securities assignment agreement dated September 15, 2025, by and between the Sponsor and Mr. Mechigian.

SCHEDULE 13D

CUSIP No. G3415K101

1

Name of reporting person

Fifth Era Management Sponsor I LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 7,124,354.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 7,124,354.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

7,124,354.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

22.8 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

(1) Includes 380,000 of the Issuer's Class A ordinary shares, $0.0001 par value ("Class A Ordinary Shares") and 6,744,354 of the Issuer's Class B ordinary shares, $0.0001 par value ("Class B Ordinary Shares" and, together with the Class A Ordinary Shares, the "Ordinary Shares"), which are automatically convertible into Class A Ordinary Shares at the time of the Issuer's initial business combination on a one-for-one basis, or at any time prior to the Issuer's initial business combination, at the option of the holder, subject to adjustment as more fully described under the heading "Description of Securities--Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-284616). The 380,000 Class A Ordinary Shares are included in units (each unit consisting of one Class A Ordinary Share and one right to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of the Issuer's initial business combination), acquired pursuant to a Private Placement Units Purchase Agreement by and between Fifth Era Acquisition Sponsor I LLC (the "Sponsor") and the Issuer. (2) Does not include 38,000 Class A Ordinary Shares issuable upon the conversion of 380,000 rights upon the consummation of the Issuer's initial business combination. Also does not include 922,313 Class B Ordinary Shares held by Mr. Mechigian in his individual capacity, which were transferred to him by the Sponsor, pursuant to a certain securities assignment agreement dated September 15, 2025, by and between the Sponsor and Mr. Mechigian.

SCHEDULE 13D

CUSIP No. G3415K101

1

Name of reporting person

Matthew C. Le Merle

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 7,124,354.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,124,354.00

11

Aggregate amount beneficially owned by each reporting person

7,124,354.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

22.8 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Includes 380,000 of the Issuer's Class A ordinary shares, $0.0001 par value ("Class A Ordinary Shares") and 6,744,354 of the Issuer's Class B ordinary shares, $0.0001 par value ("Class B Ordinary Shares" and, together with the Class A Ordinary Shares, the "Ordinary Shares"), which are automatically convertible into Class A Ordinary Shares at the time of the Issuer's initial business combination on a one-for-one basis, or at any time prior to the Issuer's initial business combination, at the option of the holder, subject to adjustment as more fully described under the heading "Description of Securities--Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-284616). The 380,000 Class A Ordinary Shares are included in units (each unit consisting of one Class A Ordinary Share and one right to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of the Issuer's initial business combination), acquired pursuant to a Private Placement Units Purchase Agreement by and between Fifth Era Acquisition Sponsor I LLC (the "Sponsor") and the Issuer. (2) Does not include 38,000 Class A Ordinary Shares which issuable upon the conversion of 380,000 rights upon the consummation of the Issuer's initial business combination. Also does not include 922,313 Class B Ordinary Shares held by Mr. Mechigian in his individual capacity, which were transferred to him by the Sponsor, pursuant to a certain securities assignment agreement dated September 15, 2025, by and between the Sponsor and Mr. Mechigian.

SCHEDULE 13D

CUSIP No. G3415K101

1

Name of reporting person

Alison Davis

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 7,124,354.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,124,354.00

11

Aggregate amount beneficially owned by each reporting person

7,124,354.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

22.8 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Includes 380,000 of the Issuer's Class A ordinary shares, $0.0001 par value ("Class A Ordinary Shares") and 6,744,354 of the Issuer's Class B ordinary shares, $0.0001 par value ("Class B Ordinary Shares" and, together with the Class A Ordinary Shares, the "Ordinary Shares"), which are automatically convertible into Class A Ordinary Shares at the time of the Issuer's initial business combination on a one-for-one basis, or at any time prior to the Issuer's initial business combination, at the option of the holder, subject to adjustment as more fully described under the heading "Description of Securities--Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-284616). The 380,000 Class A Ordinary Shares are included in units (each unit consisting of one Class A Ordinary Share and one right to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of the Issuer's initial business combination), acquired pursuant to a Private Placement Units Purchase Agreement by and between Fifth Era Acquisition Sponsor I LLC (the "Sponsor") and the Issuer. (2) Does not include 38,000 Class A Ordinary Shares which issuable upon the conversion of 380,000 rights upon the consummation of the Issuer's initial business combination. Also does not include 922,313 Class B Ordinary Shares held by Mr. Mechigian in his individual capacity, which were transferred to him by the Sponsor, pursuant to a certain securities assignment agreement dated September 15, 2025, by and between the Sponsor and Mr. Mechigian.

SCHEDULE 13D

CUSIP No. G3415K101

1

Name of reporting person

Mitchell Mechigian

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 922,313.00
8	Shared Voting Power 7,124,354.00
9	Sole Dispositive Power 922,313.00
10	Shared Dispositive Power 7,124,354.00

11

Aggregate amount beneficially owned by each reporting person

8,046,667.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

25.7 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Includes 380,000 of the Issuer's Class A ordinary shares, $0.0001 par value ("Class A Ordinary Shares") and 6,744,354 of the Issuer's Class B ordinary shares, $0.0001 par value ("Class B Ordinary Shares" and, together with the Class A Ordinary Shares, the "Ordinary Shares"), which are automatically convertible into Class A Ordinary Shares at the time of the Issuer's initial business combination on a one-for-one basis, or at any time prior to the Issuer's initial business combination, at the option of the holder, subject to adjustment as more fully described under the heading "Description of Securities--Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-284616). The 380,000 Class A Ordinary Shares are included in units (each unit consisting of one Class A Ordinary Share and one right to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of the Issuer's initial business combination), acquired pursuant to a Private Placement Units Purchase Agreement by and between Fifth Era Acquisition Sponsor I LLC (the "Sponsor") and the Issuer. (2) Does not include 38,000 Class A Ordinary Shares issuable upon the conversion of 380,000 rights upon the consummation of the Issuer's initial business combination. This Amendment No. 1 to Schedule 13D ("Amendment No. 1"), to reflect the transfer from Fifth Era Acquisition Sponsor I LLC, a Delaware limited liability company (the "Sponsor") to Mitchell Mechigian of an aggregate of 922,313 Class B Ordinary Shares pursuant to a certain securities assignment agreement entered into on September 15, 2025, is amending and supplementing the information set forth in the Schedule 13D filed by the Sponsor, Fifth Era Management Sponsor I LLC, the managing member of the Sponsor ("FEMS"), Matthew Le Merle, Alison Davis, and Mitchell Mechigian (each a "Reporting Person" and, collectively, the "Reporting Persons") with the Securities and Exchange Commission (the "SEC") on March 10, 2025 (together with this Amendment No. 1, the "Schedule 13D"). All capitalized terms not otherwise defined herein have the meanings ascribed to such terms in the initial Schedule 13D. Except as specifically provided herein, this Amendment No. 1 does not modify any of the previous information reported in the initial Schedule 13D. Items 4, 5 and 7 are hereby amended and restated in their entirety as follows:

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Ordinary Shares, $0.0001 par value
(b)	Name of Issuer: Fifth Era Acquisition Corp I
(c)	Address of Issuer's Principal Executive Offices: PO Box 1093 Boundary Hall, Cricket Square, CAYMAN ISLANDS , KY1-1102.
Item 4.	Purpose of Transaction
	In connection with the organization of the Issuer, on May 22, 2024, 5,750,000 Class B Ordinary Shares (the "Founder Shares") were purchased by the Sponsor for the amount of $25,000, pursuant to a Securities Subscription Agreement, dated as of May 22, 2024, by and between the Sponsor and the Issuer (the "Founder Share Purchase Agreement"), as more fully described in Item 6 of this Schedule 13D which information is incorporated herein by reference. In December 2024, the Issuer effected a share capitalization of 0.33 shares for each Class B ordinary share outstanding, resulting in the Sponsor holding an aggregate of 7,666,667 founder shares. On February 27, 2025, simultaneously with the consummation of the Issuer's Initial Public Offering (the "IPO"), the Sponsor purchased 380,000 units ("Placement Units") of the Issuer at $10.00 per Placement Unit, pursuant to a Private Placement Units Purchase Agreement, dated as of February 27, 2025, by and between the Issuer and the Sponsor (the "Placement Units Purchase Agreement"), as more fully described in Item 6 of this Schedule 13D, which information is incorporated herein by reference. Each Placement Unit consists of one Class A Ordinary Share and one right to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of the Issuer's initial business combination (as described more fully in the Issuer's Final Prospectus dated February 27, 2025). On September 15, 2025, Sponsor and Mitchell Mechigian entered into a certain securities assignment agreement ("Securities Assignment Agreement"), pursuant to which Sponsor transferred to Mr. Mechigian an aggregate of 922,313 Class B Ordinary Shares. The Ordinary Shares owned by the Reporting Persons have been acquired for investment purposes. The Reporting Persons may make further acquisitions of the Ordinary Shares from time to time and, subject to certain restrictions, may dispose of any or all of the Ordinary Shares held by the Reporting Persons at any time depending on an ongoing evaluation of the investment in such securities, prevailing market conditions, other investment opportunities and other factors. However, certain of such shares are subject to certain lock-up restrictions as further described in Item 6 below. Except for the foregoing, the Reporting Persons have no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) and (c) through (j) of Item 4 of Schedule 13D. With respect to paragraph (b) of Item 4, the Issuer is a blank check company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Under various agreements between the Issuer and the Reporting Persons as further described in Item 6 below, the Reporting Persons have agreed (A) to vote their shares in favor of any proposed business combination and (B) not to redeem any shares in connection with a shareholder vote (or tender offer) to approve (or in connection with) a proposed initial business combination. The Reporting Persons may, at any time and from time to time, review or reconsider their position, change their purpose or formulate plans or proposals with respect to the Issuer.
Item 5.	Interest in Securities of the Issuer
(a)	(a)-(b) The aggregate number and percentage of Ordinary Shares beneficially owned by the Reporting Persons (on the basis of a total of 31,266,667 Ordinary Shares, including 23,600,000 Class A Ordinary Shares and 6,744,354 Class B Ordinary Shares, outstanding as of May 8, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q, filed by the Issuer with the SEC on May 9, 2025 are as follows: Sponsor a) Amount beneficially owned: 7,124,354 Percentage: 22.8% FEMS a) Amount beneficially owned: 7,124,354 Percentage: 22.8% Matthew Le Merle a) Amount beneficially owned: 7,124,354 Percentage: 22.8% Alison Davis a) Amount beneficially owned: 7,124,354 Percentage: 22.8% Mitchell Mechigian a) Amount beneficially owned (including 922,313 Class B Ordinary Shares held by Mr. Mechigian in his individual capacity, as described under Item 6 of this Schedule 13D): 8,046,667 Percentage: 25.7%
(b)	(a)-(b) The aggregate number and percentage of Ordinary Shares beneficially owned by the Reporting Persons (on the basis of a total of 31,266,667 Ordinary Shares, including 23,600,000 Class A Ordinary Shares and 6,744,354 Class B Ordinary Shares, outstanding as of May 8, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q,filed by the Issuer with the SEC on May 9, 2025 are as follows: Sponsor b) Number of shares to which the Reporting Person has: i. Sole power to vote or to direct the vote: 7,124,354 ii. Shared power to vote or to direct the vote: 0 iii. Sole power to dispose or to direct the disposition of: 7,124,354 iv. Shared power to dispose or to direct the disposition of: 0 FEMS b) Number of shares to which the Reporting Person has: i. Sole power to vote or to direct the vote: 7,124,354 ii. Shared power to vote or to direct the vote: 0 iii. Sole power to dispose or to direct the disposition of: 7,124,354 iv. Shared power to dispose or to direct the disposition of: 0 Matthew Le Merle b) Number of shares to which the Reporting Person has: i. Sole power to vote or to direct the vote: 0 ii. Shared power to vote or to direct the vote: 7,124,354 iii. Sole power to dispose or to direct the disposition of: 0 iv. Shared power to dispose or to direct the disposition of: 7,124,354 Alison Davis b) Number of shares to which the Reporting Person has: i. Sole power to vote or to direct the vote: 0 ii. Shared power to vote or to direct the vote: 7,124,354 iii. Sole power to dispose or to direct the disposition of: 0 iv. Shared power to dispose or to direct the disposition of: 7,124,354 Mitchell Mechigian b) Number of shares to which the Reporting Person has (including 922,313 Class B Ordinary Shares held by Mr. Mechigian in his individual capacity, as described under Item 6 of this Schedule 13D): i. Sole power to vote or to direct the vote: 922,313 ii. Shared power to vote or to direct the vote: 7,124,354 iii. Sole power to dispose or to direct the disposition of: 922,313 iv. Shared power to dispose or to direct the disposition of: 7,124,354 Mr. Le Merle, as well as Ms. Davis and Mr. Mechigian, are the Co-managing members of the FEMS, which is the managing member of the Sponsor, and hold voting and investment discretion with respect to the Ordinary Shares held of record by the Sponsor. As such, each of Mr. Le Merle, Ms. Davis and Mr. Mechigian may be deemed to have beneficial ownership of the securities held of record by the Sponsor. Each of Mr. Le Merle, Ms. Davis and Mr. Mechigian disclaims any beneficial ownership of the securities held of record by the Sponsor other than to the extent of any pecuniary interest they may have therein, directly or indirectly.
(c)	None of the Reporting Persons has effected any transactions of Ordinary Shares during the 60 days preceding the date of this report, except as described in Item 4 and Item 6 of this Schedule 13D, which information is incorporated herein by reference.
(d)	Not applicable
(e)	Not applicable
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Founder Share Purchase Agreement between the Issuer and Sponsor In connection with the organization of the Issuer, on May 22, 2024, 5,750,000 Class B Ordinary Shares (the "Founder Shares") were purchased by the Sponsor for the amount of $25,000, pursuant to a Securities Subscription Agreement, dated as of May 22, 2024, by and between the Sponsor and the Issuer (the "Founder Share Purchase Agreement"), as more fully described in Item 6 of this Schedule 13D which information is incorporated herein by reference. In December 2024, the Issuer effected a share capitalization of 0.33 shares for each Class B ordinary share outstanding, resulting in the Sponsor holding an aggregate of 7,666,667 founder shares. The description of the Founder Share Purchase Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed as Exhibit 10.8 to the Registration Statement on Form S-1 initially filed by the Issuer with the SEC on January 31, 2025 (and is incorporated by reference herein as Exhibit 10.1). Placement Units Purchase Agreement between the Issuer and Sponsor On February 27, 2025, simultaneously with the consummation of the IPO, the Sponsor purchased 380,000 Placement Units pursuant to the Placement Units Purchase Agreement. The Placement Units and the securities underlying such Placement Units are subject to a lock up provision in the Placement Units Purchase Agreement, which provides that such securities shall not be transferable, saleable or assignable until 30 days after the consummation of the Issuer's initial business combination, subject to certain limited exceptions as described in the Insider Letter (as defined below). The description of the Placement Units Purchase Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed by the Issuer as Exhibit 10.3 to the Current Report on Form 8-K filed by the Issuer with the SEC on March 7, 2025 (and is incorporated by reference herein as Exhibit 10.2). Insider Letter On February 27, 2025, in connection with the IPO, the Issuer, the Sponsor, Mr. Le Merle, Ms. Davis and Mr. Mechigian and certain other parties thereto entered into a letter agreement (the "Insider Letter"). Pursuant to the Insider Letter, the Sponsor, Mr. Le Merle, Ms. Davis and Mr. Mechigian agreed (A) to vote their Founder Shares, any Ordinary Shares underlying the Placement Units and any public shares in favor of any proposed business combination, except that it or he shall not vote any Class A Ordinary Shares that it or he purchased after the Issuer publicly announces its intention to engage in such proposed business combination for or against such proposed business combination, (B) not to propose an amendment to the Issuer's Amended and Restated Memorandum and Articles of Association (i) that would modify the substance or timing of the Issuer's obligation to redeem 100% of the public shares if the Issuer does not consummate a business combination within 24 months from the completion of the IPO, or (ii) with respect to any other provision relating to the rights of holders of Class A Ordinary Shares or pre-initial business combination activity, unless the Issuer provides the holders of public shares with the opportunity to redeem such shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Issuer's trust account set up in connection with the IPO (the "Trust Account") including interest earned on the funds held in the Trust Account and net of taxes payable, divided by the number of then outstanding public shares, (C) not to redeem any Ordinary Shares in connection with a shareholder vote to approve the Issuer's proposed initial business combination or a vote to amend the provisions of the Issuer's Amended and Restated Memorandum and Articles of Association relating to shareholders' rights or pre-business combination activity and (D) that the Founder Shares and any Ordinary Shares underlying the Placement Units shall not participate in any liquidating distribution upon winding up if a business combination is not consummated. The Sponsor also agreed that, in the event of the liquidation of the Trust Account of the Issuer, it will indemnify and hold harmless the Issuer against any and all loss, liability, claims, damage and expense whatsoever which the Issuer may become subject to as a result of any claim by any vendor or other person (other than the Company's independent public accountants) who is owed money by the Issuer for services rendered or products sold to or contracted for the Issuer, or by any target business with which the Issuer has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement, but only to the extent necessary to ensure that such loss, liability, claim, damage or expense does not reduce the amount of funds in the Trust Account below (i) $10.00 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in value of the trust assets, in each case net of taxes payable; provided that such indemnity shall not apply if such vendor or prospective target business executes an agreement waiving any claims against the Trust Account. The description of the Insider Letter is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed by the Issuer as Exhibit 10.5 to the Form 8-K filed by the Issuer with the SEC on March 7, 2025 (and is incorporated by reference herein as Exhibit 10.3). Registration Rights Agreement On February 27, 2025, in connection with the IPO, the Issuer, the Sponsor and other security holders entered into a registration rights agreement with the Issuer, pursuant to which the Sponsor was granted certain demand and "piggyback" registration rights, which will be subject to customary conditions and limitations. The summary of such registration rights agreement contained herein is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed by the Issuer as Exhibit 10.2 to the Form 8-K filed by the Issuer with the SEC on March 7 (and is incorporated by reference herein as Exhibit 10.4). Securities Assignment Agreement On September 15, 2025, Sponsor and Mitchell Mechigian entered into certain the Securities Assignment Agreement, pursuant to which Sponsor transferred to Mr. Mechigian an aggregate of 922,313 Class B Ordinary Shares.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 10.1 Securities Subscription Agreement, dated as of May 22 2, 2024, by and between the Issuer and the Sponsor (incorporated by reference to Exhibit 10.8 to the Registration Statement on Form S-1 initially filed by the Issuer with the SEC on January 31, 2025). Exhibit 10.2 Private Placement Units Purchase Agreement, dated as of February 27, 2025, by and between the Issuer and the Sponsor (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by the Issuer with the SEC on March 7). Exhibit 10.3 Letter Agreement, dated as of February 27, 2025, by and among the Issuer, the Sponsor and the Issuer's officers and directors (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed by the Issuer with the SEC on March 7). Exhibit 10.4 Registration Rights Agreement, dated as of February 27, 2025, by and among the Issuer, the Sponsor and other security holders (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Issuer with the SEC on March 7). Exhibit 10.5 Securities Assignment Agreement, dated as of September 15, 2025, by and between the Sponsor and Mitchell Mechigian. Exhibit 99.1 Joint Filing Agreement, March 7, 2025, by and among the Reporting Persons (incorporated by reference to Exhibit 99.1 to the Reporting Persons' Schedule 13D filed with the SEC on March 10, 2025).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Fifth Era Acquisition Sponsor I LLC

Signature:	/s/ Mitchell Mechigian
Name/Title:	Mitchell Mechigian/Managing Member of Fifth Era Management Sponsor I LLC, its managing member
Date:	09/16/2025

Fifth Era Management Sponsor I LLC

Signature:	/s/ Mitchell Mechigian
Name/Title:	Mitchell Mechigian/Managing Member
Date:	09/16/2025

Matthew C. Le Merle

Signature:	/s/ Matthew C. Le Merle
Name/Title:	Matthew C. Le Merle
Date:	09/16/2025

Alison Davis

Signature:	/s/ Alison Davis
Name/Title:	Alison Davis
Date:	09/16/2025

Mitchell Mechigian

Signature:	/s/ Mitchell Mechigian
Name/Title:	Mitchell Mechigian
Date:	09/16/2025

FAQ

How many shares does Fifth Era Acquisition Sponsor I LLC beneficially own per the filing (FERAU)?

The Sponsor beneficially owns 7,124,354 Ordinary Shares, equal to 22.8% of the class based on 31,266,667 shares outstanding as of May 8, 2025.

What change increased Mitchell Mechigian's ownership in FERAU?

On September 15, 2025, the Sponsor transferred 922,313 Class B Ordinary Shares to Mitchell Mechigian under a Securities Assignment Agreement, raising his total to 8,046,667 shares (25.7%).

What Placement Units did the Sponsor purchase and at what price?

On February 27, 2025, the Sponsor purchased 380,000 Placement Units at $10.00 per unit in a private placement.

Are there voting or lock-up agreements that affect how the Sponsor and insiders will vote?

Yes. The Insider Letter requires the Sponsor and certain insiders to vote Founder Shares, Placement Units, and public shares in favor of a proposed business combination and includes lock-up and redemption restrictions.

Do the Founder Shares participate in a liquidation distribution if no business combination occurs?

No. The filing states Founder Shares and Ordinary Shares underlying the Placement Units shall not participate in any liquidating distribution upon winding up if a business combination is not consummated.