FERA merger with SMT Holdings Limited ("Miotal")
SMT Holdings Limited d/b/a 'Miotal' is an Abu Dhabi Global Market private company describing itself as an 'asset-backed strategic metals platform' whose entire substance is a claimed stockpile - ultrafine 6N-purity copper powder … (United Arab Emirates)Pre-revenue: the filings show no meaningful actual revenue for the most recent reported period.
Expected close, as filed: H1 2026 (lapsed — no newer date has been filed).
Announced 7 April 2026.
Structure & dilution
SEC-primary termsThe headline number ignores the shares that did not pay $10 — the founder promote, PIPE stock and warrants. This is the same deal with all equity claims counted.
- Exchange ratio
Each SMT Holdings ordinary share exchanged for Holdco Ordinary Shares; aggregate = $10,000,000,000 / $10.00 per Holdco share, subject to adjustments; FERA Class A/B convert 1:1 into Holdco sharesmore ▾less ▴
the term “ Lock-Up Period ” means the period beginning on the Closing Date and ending on the date that is 180 days following the Closing Datemore ▾less ▴
An effective (post-dilution) figure needs either a stated pro-forma share count or the headline value plus the promote terms; the filings we hold do not yet state enough, and we will not print an estimate built on inventions.
Why headline and effective values differ is covered in headline vs effective deal value, in plain English.
The target: SMT Holdings Limited ("Miotal")
from 8-KThe business actually being bought — described from SEC primary filings, with projections labelled as projections.
SMT Holdings Limited d/b/a 'Miotal' is an Abu Dhabi Global Market private company describing itself as an 'asset-backed strategic metals platform' whose entire substance is a claimed stockpile - ultrafine 6N-purity copper powder, ultrafine nickel wire and 'lesser amounts of other rare earth metals' - said to be independently verified and 'securely stored in Switzerland', which the COMPANY ITSELF estimates at approximately $35 billion at prevailing prices (the 8-K immediately cautions actual value 'may vary substantially'). It discloses NO revenue, NO financial statements, NO customers, NO CEO (the only named executive anywhere is 'Bob Stall, Head of Metals'), and its website is an anonymous buzzword page with no team, address or inventory specifics; it claims to be 'in discussions' with sovereign/industrial counterparties. Fifth Era Acquisition Corp I (FERA, chaired by Matthew Le Merle) agreed 2026-04-07 to merge it into new Cayman 'Miotal SPAC HoldCo' at a fixed $10,000,000,000 all-stock valuation ($10.00/share) - one of the largest SPAC headline values ever - while making closing itself conditional on the company first consummating minimum stockpile sales ('Min Stockpile Sales'), i.e., on first proving it can sell any of the metal at all. Every economic fact about this business is a management assertion; treat as a paper company pending the S-4/F-4.
The filings show no meaningful actual revenue for the most recent reported period.
SMT Holdings Limited ("Miotal") — every SPAC that has bid for it, and its listed peers
Expensive or cheap?
vs 2 listed peersA price only means something next to what the same kind of business costs on the stock market. This divides what the buyers are paying by what SMT Holdings Limited ("Miotal") actually sells, and sets the answer against its closest listed comparables — or says plainly when that cannot be done.
SpacBrain’s read on the price
No multiple can be computed
SMT Holdings Limited ("Miotal") has no meaningful revenue yet, so no multiple is computable — this is priced on a story, not on financials. The deal still values it at $10bn.
The company reports no meaningful sales yet, so there is nothing to divide the price by.
Announced equity value (net debt unknown).
No meaningful revenue in the most recent reported period.
Not computable — the filings show no meaningful revenue for the most recent reported period.
$1 of their sales costs $140.78 on the open market. Median of 2 listed companies we judged a true comparable, which individually run from 25× to 256.55×. Their share prices are from 15 August 2026, not today.
What qualifies the figures above
- The target's cash and debt are not in the filings we have, so this is an equity value used as a stand-in for enterprise value.
- XSLL, LZM, TMC, CRML, COP-UN.TO, MRX have no revenue to divide by, so they are shown but left out of the peer median.
The 8 listed companies it is measured against, and why
- MP25× revenue
MP Materials - the flagship listed U.S. strategic-metals/defense-supply-chain company; what the market pays for REAL critical-materials leverage with actual production and DoD contracts.
- XSLLno revenue multiple
Operational comp: Corporate Financial Services (NEC); shares spac, any, discussions, revenue, share, acquisition with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- USAR256.55× revenue
USA Rare Earth - pre-revenue strategic-metals de-SPAC; the closest precedent for story-stage 'critical minerals' paper in the SPAC market.
- LZMno revenue multiple
Operational comp: Specialty Mining & Metals (NEC); small-cap ($358m); shares metals, nickel, copper, limited, value, new with the target's own description; forward EV/Sales 141.1x.
- TMCno revenue multiple
TMC the metals company - the benchmark for asset-story metals SPACs valued on claimed in-situ resource value rather than revenue.
- CRMLno revenue multiple
Operational comp: Specialty Mining & Metals (NEC); small-cap ($376m); shares metals, earth, strategic, rare, metal, corp with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- COP-UN.TOno revenue multiple
Sprott Physical Copper Trust - the honest structural comparable: a listed vehicle that simply holds verified physical copper, showing what audited copper-in-a-warehouse trades at (NAV, no premium); CAD quote so multiples auto-skipped.
- MRXno revenue multiple
Operational comp: Brokerage Services; mid-cap ($2.8bn); shares metals, counterparties, making, market, financial, limited with the target's own description; forward EV/Sales 2.9x.
Which companies count as comparable is our judgement, written out above so you can disagree with it. The median is what these shares happened to trade at on the date given — not a price anyone is offering for this deal.
In plain English
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.