FERA 8-K

Fifth Era Acquisition Corp I (FERA)

8-K 2026-04-09 For: 2026-04-07

View Original

Added on April 09, 2026

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

Exhibit Number		Description

2.1*		Business Combination Agreement, dated as of April 7, 2026, by and among Fifth Era Acquisition Corp I, Miotal SPAC HoldCo, Inc., PENNY Merger Sub, Inc. and SMT Holdings Limited.

10.1		Sponsor Support Agreement, dated as of April 7, 2026, by and among Fifth Era Acquisition Corp I, Fifth Era Acquisition Sponsor I LLC, and SMT Holdings Limited.

10.2		Form of Registration Rights Agreement.

10.3		Form of Lock-Up Agreement.

10.4		Form of Share Exchange Agreement.

99.1		Press Release, dated April 8, 2026.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Date: April 8, 2026	FIFTH ERA ACQUISITION CORP I

	By:	/s/ Mitchell Mechigian
	Name:	Mitchell Mechigian
	Title:	Chief Executive Officer

		Page

Article I THE MERGER		4

Section 1.01	Merger	4
Section 1.02	Merger Effective Time	4
Section 1.03	Effect of the Merger.	4
Section 1.04	Organizational Documents; Directors and Officers	4
Section 1.05	Effects of the Merger on FERA Securities	5
Section 1.06	Treasury Stock	6
Section 1.07	Dissenting Shares	6
Section 1.08	Surrender of Certificates and Disbursement	7
Section 1.09	Taking of Necessary Action; Further Action	9
Section 1.10	Amended Holdco Organizational Documents	9

Article II EXCHANGE		10

Section 2.01	Exchange of Company Shares	10
Section 2.02	Exchange Consideration	10
Section 2.03	Withholding	10

Article III CLOSING		11

Section 3.01	Closing	11

Article IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY, HOLDCO and MERGER SUB		11

Section 4.01	Organization and Standing	11
Section 4.02	Authorization; Binding Agreement	12
Section 4.03	Capitalization	13
Section 4.04	Subsidiaries	14
Section 4.05	No Conflict; Governmental Consents and Filings	14
Section 4.06	Financial Statements	15
Section 4.07	Undisclosed Liabilities	16
Section 4.08	Absence of Certain Changes	16
Section 4.09	Compliance with Laws	16
Section 4.10	Company Permits	17
Section 4.11	Litigation	17
Section 4.12	Contracts	17
Section 4.13	Intellectual Property	20
Section 4.14	Taxes and Returns	21
Section 4.15	Real Property	22
Section 4.16	Personal Property; Title to Metal Stockpile	22
Section 4.17	Insurance	23
Section 4.18	Business Activities; Employees; Benefits Plan	23
Section 4.19	Transactions with Related Persons	24
Section 4.20	Certain Business Practices	24
Section 4.21	Investment Company Act	26

Section 4.22	Finders and Brokers	26
Section 4.23	Independent Investigation	26
Section 4.24	Information Supplied	26
Section 4.25	VDR and Diligence Responses	27
Section 4.26	No Additional Representations or Warranties	27

Article V REPRESENTATIONS AND WARRANTIES OF FERA		27

Section 5.01	Organization and Standing	27
Section 5.02	Authorization; Binding Agreement	28
Section 5.03	Governmental Approvals	28
Section 5.04	Non-Contravention	28
Section 5.05	Capitalization	29
Section 5.06	SEC Filings and FERA Financials; Internal Controls	30
Section 5.07	Absence of Certain Changes	32
Section 5.08	Undisclosed Liabilities	32
Section 5.09	Compliance with Laws	32
Section 5.10	Legal Proceedings; Orders; Permits	32
Section 5.11	Taxes and Returns	33
Section 5.12	Properties	34
Section 5.13	Investment Company Act	34
Section 5.14	Trust Account	34
Section 5.15	Finders and Brokers	35
Section 5.16	Certain Business Practices	35
Section 5.17	Insurance	36
Section 5.18	Information Supplied	36
Section 5.19	Independent Investigation	37
Section 5.20	Employees; Benefit Plans	37
Section 5.21	Transactions with FERA Related Persons	37
Section 5.22	No Additional Representations or Warranties	37

Article VI COVENANTS		38

Section 6.01	Access and Information; Cooperation	38
Section 6.02	Conduct of Business of the Company Group	40
Section 6.03	Conduct of Business of FERA	44
Section 6.04	Additional Financial Information	46
Section 6.05	FERA Public Filings	47
Section 6.06	Nasdaq Listing	47
Section 6.07	No Solicitation	48
Section 6.08	No Trading	49
Section 6.09	Notification of Certain Matters	49
Section 6.10	Efforts	50
Section 6.11	Trust Account	52
Section 6.12	Tax Matters	52
Section 6.13	Further Assurances	53
Section 6.14	The Preparation of Proxy Statement/Registration Statement; Shareholders’ Meeting and Approvals	54
Section 6.15	Public Announcements	57

Section 6.16	Confidential Information	57
Section 6.17	Post-Closing Board of Directors and Executive Officers	58
Section 6.18	Indemnification of Directors and Officers; Tail Insurance	58
Section 6.19	Transaction Costs	59
Section 6.20	Affiliate Arrangements	60
Section 6.21	Transfer Restriction	60
Section 6.22	Cooperation Regarding Beneficial Ownership	60
Section 6.23	Extension Amendment	60
Section 6.24	Share Exchange Agreements	60
Section 6.25	Lock-Up Agreement	60
Section 6.26	Joinder	60

Article VII CLOSING CONDITIONS		61

Section 7.01	Conditions to Each Party’s Obligations	61
Section 7.02	Conditions to Obligations of the Company	62
Section 7.03	Conditions to Obligations of FERA	63
Section 7.04	Frustration of Conditions	65

Article VIII TERMINATION AND EXPENSES		65

Section 8.01	Termination	65
Section 8.02	Effect of Termination	66
Section 8.03	Transaction Expenses	67

Article IX MISCELLANEOUS		67

Section 9.01	No Survival	67
Section 9.02	Notices	67
Section 9.03	Binding Effect; Assignment	68
Section 9.04	Third Parties	68
Section 9.05	Governing Law	69
Section 9.06	Jurisdiction	69
Section 9.07	Waiver of Jury Trial	69
Section 9.08	Specific Performance; Remedies	70
Section 9.09	Severability	70
Section 9.10	Amendment; Waiver	70
Section 9.11	Entire Agreement	71
Section 9.12	Interpretation	71
Section 9.13	Counterparts	72
Section 9.14	Waiver of Claims Against Trust	73
Section 9.15	Non-Recourse	74
Section 9.16	Disclosure Letters	74

Article X DEFINITIONS		75

Section 10.01	Certain Definitions	75

EXHIBITS:

Exhibit A	–	Sponsor Support Agreement
Exhibit B	–	Form of Share Exchange Agreement
Exhibit C	–	Lock-Up Agreements
Exhibit D	–	Registration Rights Agreement
Exhibit E	–	Form of Plan of Merger
Exhibit F	–	Testing Standard
Exhibit G	–	Form of Holdco Joinder
Exhibit H	–	Form of Merger Sub Joinder

SCHEDULES:

Schedule A	–	Purchased Shares
Schedule B	–	Lock-Up Agreement Shareholders

FERA:

FIFTH ERA ACQUISITION CORP. I

By:	/s/ Mitchell Mechigian
	Name:	Mitchell Mechigian
	Title:	Chief Executive Officer

COMPANY:

SMT HOLDINGS LIMITED

By:	/s/ Diarmuid Clohessy
	Name:	Diarmuid Clohessy
	Title:	Director

Clause		Page

1.	Plan of Merger	1
2.	Termination and Amendment	3
3.	Notices	4
4.	Counterparts	4
5.	Governing Law	4
SIGNATORIES		5

SIGNED for and on behalf of FIFTH ERA ACQUISITION CORP. I	) )
	)

		By:
		Name:
		Position:	Director

SIGNED for and on behalf of PENNY MERGER SUB, INC.	) )
	)

		By:
		Name:
		Position:	Director

SIGNED for and on behalf of MIOTAL SPAC HOLDCO, INC.	) )
	)

		By:
		Name:
		Position:	Director

HOLDCO:

MIOTAL SPAC HOLDCO, INC.

By:
Name:	Diarmuid Clohessy
Title:	Director

MERGER SUB:

PENNY MERGER SUB, INC.

By:
Name:	Diarmuid Clohessy
Title:	Director

Sponsor		FERA Class A Ordinary Shares				FERA Class B Ordinary Shares
Fifth Era Acquisition Sponsor I LLC			380,000				6,744,354

FERA:

FIFTH ERA ACQUISITION CORP I

By:
	Name:	Mitchell Mechigian
	Title:	Chief Executive Officer

HOLDCO:

MIOTAL SPAC HOLDCO, INC.

By:
	Name:	Diarmuid Clohessy
	Title:	Director

SPONSOR

FIFTH ERA ACQUISITION SPONSOR I LLC

By:
	Name:	Mitchell Mechigian
	Title:	Chief Executive Officer

	HOLDER
	(if an individual)

	By:
	Name:

	HOLDER
	(if an entity)

	THE COMPANY:

	smt holdings limited

	By:
	Name:	Diarmuid Clohessy
	Title:	Director

	sponsor:

	Fifth Era Acquisition Sponsor I LLC

	By:
	Name:	Mitchell Mechigian
	Title:	Manager

SPONSOR:

FIFTH ERA ACQUISITION SPONSOR I LLC

By:
Name:	Mitchell Mechigian
Title:	Manager




(Name of Transferor)
of


(Address of Transferor)

(hereafter called the ‘Transferor’)

for good and valuable consideration paid to us by
Miotal SPAC Holdco, Inc.
(Name of Transferee)
of
Appleby Global Services (Cayman) Limited, Suite 210, 2nd Floor, Windward III, Regatta Office Park, PO Box 500,
Grand Cayman KY1-1106, Cayman Islands
(Address of Transferee) (hereafter called the ‘Transferee’)

do HEREBY TRANSFER to the Transferee
ordinary shares of the Company
(Number & Type of Shares)
Date: _________________________________

Name:	Name: Miotal SPAC Holdco, Inc.
Transferor	Transferee

Signed by the duly authorised signatory for and on behalf of the Transferor in the presence of:	Signed by the duly authorised signatory for and on behalf of the Transferee in the presence of:

Name:	Name:
Witness	Witness