FERA SEC filings, in plain English
Everything Fifth Era Acquisition Corp I has filed with the SEC that we hold — 40 filings, newest first, 39 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026. The filing provides an update on the Miotal Business Combination Agreement, signed on April 7, 2026, including the estimated deal value ($10 billion), the target's claimed metal stockpile value ($35 billion), board composition (seven directors, five named by Miotal), and closing conditions (including Nasdaq listing approval). The trust value per share is reported at $10.52 as of June 30, 2026. The Combination Period deadline is March 3, 2027. Why it matters: This update provides the first comprehensive financial statement detail of the Miotal Business Combination since the deal was announced, including the target's business description and valuation. The trust value per share ($10.52) and the estimated stockpile value ($35 billion) are key metrics for investors evaluating the deal's prospects. The filing also raises substantial doubt about the company's ability to continue as a going concern, citing a working capital deficit of $3,992,207 as of June 30, 2026.
What changed vs 2026-05-15trust $239.9M → $242.1M +1%trust account, combination deadline, going-concern doubt +31 moved · 5 with no prior record of ours
- Trust account
- $239.9M$242.1M
- Combination deadline
- 2027-03-03 · unchanged
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $222K · unchanged
- Mandate language
- we are focusing our search on technology enabled businesses … · unchanged
- Redeemable shares
- 23.0M · unchanged
SpacBrain reads this as $2,123,867 was added to the trust between the two filings.
The clause …“312,450 702,904 Long-term prepaid insurance — 26,191 Marketable securities held in Trust Account 242,070,218 237,854,908 Total Assets $ 242,382,668 $ 238,584,003 Liabilities, Class A Ordinary Shares Subject to Possible Redemption,”…
The clause …“proceeds from the Trust Account. If we are unable to consummate the initial business combination by March 3, 2027, such later date if the shareholders of the Company approve an extension of such date, or such earlier date as”…
The clause …“all operations except for the purpose of liquidating. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management plans to consummate an initial business combination prior to the end”…
The clause …“the Initial Public Offering. On March 3, 2025, the Company repaid the total outstanding balance of the IPO Promissory Note amounting to $ 222,141 . Borrowings under the IPO Promissory Note are no longer available. Due from Sponsor The”…
The clause “500,000,000 shares authorized; 600,000 shares issued and outstanding (excluding 23,000,000 shares subject to possible redemption) as of June 30, 2026 and December 31, 2025 60 60 Class B Ordinary Shares, $ 0.0001 par value; 50,000,000”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Schedule 13G (beneficial ownership report). This document IS a Schedule 13G beneficial ownership report. Bearing on SPAC mechanics, the filing merely registers a disclosure by Glazer Capital, LLC and Paul J. Glazer via routing identifier [0001076809-26-000082]; it contains zero statements regarding redemption thresholds, trust balance adjustments, extension procedures, merger advancement, or sponsor conduct. Bearing on other substance, the excerpt holds no claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel; no party attributes any operational, financial, or strategic assertions in this text. Why it matters: It provides a regulatory snapshot of equity interests held by the named entities, which investors monitor for sponsor alignment with capital preservation and deal execution incentives. Because the excerpt omits percentage stakes, aggregate share quantities, or purchase/sale dates, the economic scale of the position and its potential influence over redemption voting or extension approval cannot be quantified from this segment alone.
What changed: A routine compliance exhibit classified as an SEC Form 3 – Initial Statement of Beneficial Ownership (insider ownership report). This filing identifies itself as a standard regulatory disclosure where reporting person Nelson Christopher (Chief Financial Officer) explicitly stated 'No non-derivative transactions or holdings reported.' Mechanically, this confirms no insider acquisitions, dispositions, or derivative exercises occurred during the reporting window, leaving the SPAC’s redemption calendar, the published $10.52 trust/share balance, and the 2027-03-03 deadline unmodified by any new capital deployment or sponsor behavior adjustments. Deal progression, extension triggers, and conversion mechanics remain mathematically static. Concerning other substance, the document contains zero assertions regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or executive departures; all content reflects solely the reporting individual’s self-certified compliance entry. Why it matters: For stakeholders tracking redemption deadlines, trust valuation, and sponsor alignment, this Form 3 provides a clean administrative baseline rather than a material shift in capital structure or voting weight. Because the CFO’s filing registers no reportable equity movement, public float dynamics, warrant exercise probabilities, and tender offer thresholds face no immediate recalibration. Ongoing monitoring of these periodic insider filings remains operationally useful for anticipating accumulation trends or governance transitions ahead of a formal business combination announcement, yet no near-term corporate action timing is altered by this submission. Every referenced condition stems exclusively from the regulator-mandated certification and carries no independent operational or financial projections.
What changed: Quarterly Report on Form 10-Q for the period ended March 31, 2026, filed by Fifth Era Acquisition Corp I, a SPAC that has announced a business combination with Miotal (SMT Holdings Limited). The filing reports the signing of the Miotal Business Combination Agreement on April 7, 2026 (subsequent event), with a $10 billion enterprise value and a $35 billion estimated stockpile of strategic metals. Trust value per share rose to $10.43 from $10.34 at year-end 2025. Net income for the quarter was $1.29 million, entirely from interest. Working capital deficit widened to $3.18 million, and management reiterated a going concern warning. Board and management changes: Gary Cookhorn resigned, Donald Putnam appointed, and Christopher Nelson replaced Christopher Linn as CFO. The sponsor agreed to vote in favor of the deal and cover transaction costs exceeding $15 million. No third-party valuation was obtained for the target. Why it matters: Key metrics: trust value per share of $10.43 is above the $10.00 IPO price, meaning redemption yields a premium. The deadline is March 3, 2027; no extension has been filed. The deal's massive valuation ($10 billion) and stockpile claim ($35 billion) are highly speculative. The lack of a third-party valuation, no maximum redemption threshold, and sponsor support agreement (including cost coverage) are critical for shareholder evaluation. The working capital deficit and going concern warning highlight liquidity risk, though the trust is intact. Investors should monitor shareholder approval and redemption mechanics.
What changed vs 2025-11-12trust $235.6M → $239.9M +2%trust account, combination deadline, going-concern doubt +31 moved · 5 with no prior record of ours
- Trust account
- $235.6M$239.9M
- Combination deadline
- 2027-03-03 · unchanged
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $222K · unchanged
- Mandate language
- we are focusing our search on technology enabled businesses … · unchanged
- Redeemable shares
- 23.0M · unchanged
SpacBrain reads this as $4,364,054 was added to the trust between the two filings.
The clause …“579,885 702,904 Long-term prepaid insurance — 26,191 Marketable securities held in Trust Account 239,946,351 237,854,908 Total Assets $ 240,526,236 $ 238,584,003 Liabilities, Class A Ordinary Shares Subject to Possible Redemption,”…
The clause …“proceeds from the Trust Account. If we are unable to consummate the initial business combination by March 3, 2027, such later date if the shareholders of the Company approve an extension of such date, or such earlier date as”…
The clause …“all operations except for the purpose of liquidating. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management plans to consummate an initial business combination prior to the end”…
The clause …“the Initial Public Offering. On March 3, 2025, the Company repaid the total outstanding balance of the IPO Promissory Note amounting to $ 222,141 . Borrowings under the IPO Promissory Note are no longer available. Due from Sponsor The”…
The clause “500,000,000 shares authorized; 600,000 shares issued and outstanding (excluding 23,000,000 shares subject to possible redemption) as of March 31, 2026 and December 31, 2025 60 60 Class B Ordinary Shares, $ 0.0001 par value; 50,000,000”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Form 8-K current report disclosing the immediate resignation of the Company’s Chief Financial Officer and the immediate appointment of a replacement. The filing reports that on May 8, 2026, Christopher Linn informed the Board of Directors of Fifth Era Acquisition Corp I of his resignation as Chief Financial Officer, which took effect immediately. The Company’s Board stated the departure was not triggered by any disagreement regarding operations, policies, practices, financial reporting, or accounting practices. On the same date, the Board appointed Christopher Nelson as the new Chief Financial Officer, also effective immediately. According to the filing, Mr. Nelson, age 29, has supported the Company’s accounting, finance, and reporting functions since the IPO and performed similar duties for a prior SPAC managed by the sponsor from 2021 to 2024. His background includes serving as an Investment Associate, then Head of Research, and later Director of Finance at Fifth Era Partners (formerly Blockchain Coinvestors) beginning in 2021, alongside consulting work at Mercer starting in 2019. He holds a Bachelor of Business Administration from the Olin Business School at Washington University in St. Louis. The filing contains no amendments to the shareholder redemption calendar, trust account disclosures, extension proposals, or business combination progress. Why it matters: Routine executive turnover of this type does not alter the stated March 3, 2027 deadline to complete an initial business combination or modify the trust account value per share. The explicit Board certification that the departure stems from no accounting or policy disagreements is a standard safeguard for investors monitoring whether CFO exits signal future restatements or internal friction. For sponsor conduct tracking, appointing a successor who is already embedded in Fifth Era Partners’ investment and finance operations suggests continuity in oversight of the SPAC’s pre-combination finances. Because the incoming officer is familiar with the post-IPO reporting cadence, operational risk during the transition is minimized while the entity awaits its targeted merger. No material commercial claims, customer lists, revenue projections, technology disclosures, or litigation updates are contained in this submission.
What changed: SEC Form 3, an initial statement of beneficial ownership and insider ownership report. The filing discloses that reporting person Donald H. Putnam, director of Fifth Era Acquisition Corp I, recorded zero non-derivative transactions or holdings. Accordingly, there is no alteration to director or sponsor equity alignment, no impact on the trust balance valued at $10.52 per share, and no shift to the redemption calendar governed by the 2027-03-03 deadline, extension voting triggers, or announced deal execution status. Why it matters: For investors tracking redemption mechanics, trust value preservation, and sponsor conduct, this routine compliance exhibit confirms baseline regulatory adherence without moving capital accounts or changing investor decision parameters. As stated in the filing itself, it contains no forward-looking claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel beyond the standard director listing. The explicit zero-activity declaration is substantive because it definitively establishes that insider equity positions remained static during this reporting window, preserving the previously disclosed deal architecture and cash reserve structure. Materially, it does not alter the SPAC's operational or financial trajectory; confidence in this assessment is high based on the statutory filing language.
What changed: 8-K filed April 9, 2026 reporting FERA's entry into a definitive Business Combination Agreement dated April 7, 2026 with SMT Holdings Limited (Miotal), plus related sponsor support, registration rights, lock-up and share exchange agreements and a press release. FERA announced a deal to combine with Miotal, a strategic metals platform holding an estimated $35 billion stockpile of high-purity metals. Under the BCA, Merger Sub merges into FERA, FERA survives as a wholly-owned subsidiary of Holdco, and FERA Class A and Class B shares convert into Holdco shares one-for-one; Miotal shareholders receive Holdco shares valued at $10 billion at $10.00 per share. Closing is targeted for H1 2026, subject to FERA shareholder approval, SEC registration statement effectiveness, Nasdaq listing, regulatory approvals, and Miotal completing at least $50 million of 'Min Stockpile Sales.' The BCA's outside date is March 3, 2027, extendable by mutual agreement. Sponsor support commits the Sponsor to vote in favor and waive redemption on its shares; Sponsor also covers FERA transaction costs above $15 million. Lock-ups are 180 days post-closing. FERA's trust balance is stated at at least $231,759,093 as of signing. Why it matters: This is the initial announcement of FERA's target deal, establishing the redemption calendar, outside date, closing conditions and sponsor support that investors track. Key mechanics: public shareholders get redemption rights from the trust at closing; the deal requires a registration statement/proxy filing within 45 days of signing; Miotal must sell at least $50 million of stockpile inventory before closing; and the stockpile valuation claim of ~$35 billion is a company estimate, not audited fact. The unusual asset base and pre-closing stockpile sale condition add deal-completion risk, and the $10 billion exchange consideration at $10.00 per share sets the implied valuation framework.
outside datenothing moved · 1 with no prior record of ours
- Outside date
- not previously extracted2027-03-03
SpacBrain reads this as the agreement may be terminated from 2027-03-03.
The clause …“to the Closing set forth in Article VII have not been satisfied or waived by March 3, 2027 (the “ Outside Date ”) which date may be extended to a new date determined by the mutual agreement of FERA and the Company to permit FERA to”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Current report on Form 8-K filed as a Rule 425 written communication announcing the execution of a definitive business combination agreement between Fifth Era Acquisition Corp I (FERA) and SMT Holdings Limited (Miotal), together with the full merger agreement and ancillary documents (Sponsor Support Agreement, forms of Registration Rights Agreement, Lock-Up Agreement, Share Exchange Agreement, and press release). FERA entered into a definitive Business Combination Agreement with Miotal. Under the terms, a new Holdco (Miotal SPAC HoldCo, Inc.) will become the public company. FERA will merge with a merger sub, with FERA surviving as a wholly-owned subsidiary of Holdco. Each FERA Class A and Class B ordinary share (after exercise of rights) will convert into one Holdco ordinary share. Miotal shareholders will exchange their shares for Holdco ordinary shares valued at $10 billion ($10.00 per share). The target claims to own a strategic metals stockpile (ultrafine copper powder, nickel wire, rare earth metals) estimated by the company to be worth approximately $35 billion. The transaction is expected to close in the first half of 2026, subject to FERA shareholder approval, regulatory approvals, Nasdaq listing, and other conditions including at least $50 million in stockpile sales by Miotal before closing. The sponsor (Fifth Era Acquisition Sponsor I LLC) has agreed to vote in favor, not redeem, and cover transaction costs exceeding $15 million. Lock-up agreements of 180 days apply to sponsor and certain shareholders. The post-closing board will consist of seven directors: CEO, one sponsor designee, and five company designees. Why it matters: This filing establishes the definitive terms for FERA's de-SPAC merger. The trust value is $10.52 per share with a deadline of March 3, 2027. The implied enterprise value of the target is $10 billion, which is large relative to the trust (~$232 million). The target's primary asset is a metals stockpile of unverified realizable value, creating uncertainty. Redemption risk is significant; the sponsor's cost cap and commitment to vote in favor may help, but high redemptions could leave the combined company with limited cash. The condition requiring at least $50 million in stockpile sales before closing provides a modest validation of the asset. The 180-day lock-up and sponsor support provide some alignment. Investors should monitor the proxy statement, stockpile sales progress, and redemption levels.
outside datenothing moved · 1 with no prior record of ours
- Outside date
- 2027-03-03 · unchanged
The clause …“to the Closing set forth in Article VII have not been satisfied or waived by March 3, 2027 (the “ Outside Date ”) which date may be extended to a new date determined by the mutual agreement of FERA and the Company to permit FERA to”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Form 425 filing containing a joint press release announcing that Fifth Era Acquisition Corp I (FERA) and SMT Holdings Limited (Miotal) have executed a definitive business combination agreement, accompanied by required Securities Act Rule 425 communications, advisory/counsel disclosures, and forward-looking statement disclaimers. Deal progress advanced to execution of a definitive agreement with unanimous board approvals from both parties. The transaction structure specifies that a newly formed Cayman Islands exempted entity (New Pubco) will merge with FERA, converting each issued and outstanding FERA ordinary share into the right to receive one New Pubco ordinary share, while Miotal common stock exchanges for New Pubco ordinary shares. Nasdaq listing is expected upon closing. Completion remains subject to customary conditions including shareholder approval, effectiveness of a pending Form F-4 registration statement, and regulatory approvals. The filing does not modify the reported $10.52 trust per share, the March 3, 2027 deadline, or introduce extension provisions; no new PIPE financing or sponsor commitment terms are disclosed. Standard risk language notes that 'the amount of redemption requests made by FERA’s shareholders which could leave the combined company with insufficient cash to grow its business.' Regarding substance, the Company characterizes Miotal as an asset-backed platform controlling one of the largest known consolidated inventories of high-purity strategic metals, comprising ultrafine copper powder (6N purity), ultrafine nickel wire, and rare earth metals, independently verified and stored securely in Switzerland without exposure to mining or production risk. Bob Stall, Head of Metals at Miotal, stated the inventory consists of ultrahigh-purity material already refined and held in forms suitable for immediate deployment, emphasizing that continuity of supply has become a defining requirement for sovereign and industrial buyers. Chairman Matthew Le Merle described the platform as combining physical scarcity and technical specification, positioned to address what the Company believes is a structural gap in global supply. Commercial activity is underway with sovereign, industrial, and technology counterparties across Asia, the Middle East, and North America. FERA completed its IPO in March 2025, raising approximately $230 million, and engaged Cantor Fitzgerald & Co. as financial and capital markets advisor, Seward & Kissel LLP as FERA legal counsel, and Morrison & Foerster LLP as Miotal legal counsel. Why it matters: Execution of the definitive agreement triggers the formal shareholder solicitation cycle, meaning redemption windows, record dates, and voting timelines will soon activate and directly dictate post-combination liquidity. Because the release discloses no supplemental equity financing or extension mechanisms, the $10.52 trust per share and the March 3, 2027 deadline remain the operative constraints, and shareholder election will determine whether sufficient capital survives to fund Miotal’s stated inventory monetization strategy. The target’s reliance on asset-backed liquidation rather than recurring service revenue heightens sensitivity to redemption levels and execution risk, particularly as management itself flags potential cash insufficiency following redemptions. Investors tracking deal progression should monitor the imminent Form F-4 filing and proxy/prospectus for precise purchase price mechanics, redemption procedures, lock-up terms, and sponsor alignment details.
What changed: Annual report on Form 10-K for the fiscal year ended December 31, 2025, filed by Fifth Era Acquisition Corp I (FERA), a SPAC that completed its IPO on March 3, 2025. This is FERA’s first annual report as a public company. Key updates: (1) Trust account value per public share is $10.34 as of December 31, 2025 (the filing states $10.24 per share in one note but redemption value on balance sheet is $10.34). (2) Working capital deficit of $2,410,655 and a going concern qualification due to lack of liquidity – management expects to incur significant costs and may not complete a business combination by the March 3, 2027 deadline. (3) Director changes: Gary Cookhorn resigned on March 17, 2026; Donald H. Putnam appointed on March 20, 2026. (4) Litigation update: Managing Director Alison Davis is a named defendant in multiple lawsuits related to her service as a director of Silicon Valley Bank and Linqto, Inc.; no adverse findings yet. (5) No business combination announced or target identified; no extensions or non-redemption agreements. (6) Net income of $4,130,222 for 2025, entirely from interest on trust investments. Why it matters: Investors need to know the trust value ($10.34 per share) and the redemption deadline (March 3, 2027). The going concern warning and working capital deficit highlight the risk that the SPAC may not have sufficient funds to complete a deal and may liquidate. Director changes and litigation against a key insider add governance risk. The lack of any disclosed progress on a business combination suggests the SPAC remains early in its search.
What changed: Form 8-K Current Report covering Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers) and Item 9.01 (Financial Statements and Exhibits). According to the Company, Gary Cookhorn resigned as a director effective March 17, 2026, and the Company explicitly stated the departure did not result from any disagreement regarding operations, policies, or practices. The Board unanimously appointed Donald Putnam as a director effective March 20, 2026. The filing attributes Putnam’s career to founding Energy Substantiation Partners LLC in 2024, holding the role of Founder and Managing Partner at Grail Partners LLC since 2005, and previously serving as CEO, Chairman, and Managing Director of Putnam Lovell Securities prior to its 2002 acquisition by National Bank Financial. The document further notes Putnam possesses more than thirty years of experience in neural network mathematics and machine learning applications, and currently serves on the Investment Committee of Ripon College and the boards or advisory panels of Manifold Partners, Welton Investment Partners, and Ridgedale Advisors. Why it matters: This filing introduces no amendments to redemption mechanics, makes no adjustments to the stated trust account value or liquidation timeline, and discloses no developments related to business combination negotiations, extension proposals, or sponsor funding commitments. Because the document characterizes the leadership change as a non-conflict-related succession and the Board’s unanimous approval required no special shareholder authorization beyond standard corporate governance, the redemption calendar and trust distribution framework remain functionally static. For investors tracking sponsor continuity and technical oversight capacity during the target evaluation phase, the appointment signals a shift toward quantitative and AI-focused board expertise, but the text contains no forward-looking claims about transaction timing, deal size, customer pipelines, or strategic partnerships that would alter pre-vote positioning.
What changed: A Joint Filing Agreement (Exhibit 99.1) attached to a Schedule 13G/A beneficial ownership report, executed on February 12, 2026 by Director Ulla Vestergaard on behalf of MMCAP International Inc. SPC and President Hillel Meltz on behalf of MM Asset Management Inc. The attached text establishes joint filing procedures and allocates responsibility for the accuracy, completeness, and timeliness of each entity’s submitted information for the current Schedule 13G/A and all future amendments. The undersigned explicitly limit liability to their own disclosed data unless they know or have reason to believe the other’s information is inaccurate. The exhibit contains no disclosure of adjusted share counts, voting thresholds, redemption mechanics, trust distribution rules, extension provisions, or the 2027-03-03 deadline, and neither filer reports modifications to deal progress, sponsor conduct, or the referenced $10.52 trust-per-share valuation. Why it matters: For investors monitoring redemption windows, trust recoveries, extension votes, and sponsor alignment, this agreement legally ties MMCAP International Inc. SPC and MM Asset Management Inc. to synchronized SEC reporting of any subsequent shifts in their combined FERA positions. This coordination consolidates the attribution of voting power relevant to merger approvals, shareholder redemptions, or proxy contests, reducing the risk of fragmented ownership disclosures. Because the exhibit contains no customer lists, revenue projections, market sizing, technology roadmaps, partnership agreements, litigation allegations, or personnel changes, investors should consult the main Schedule 13G/A page to determine whether the amendment reflects a passive allocation, a strategic accumulation, or a clerical correction prior to capital events scheduled around the 2027-03-03 deadline.
What changed: Quarterly Report (Form 10-Q). Net income of $929,008 for the quarter ended 9/30/2025 and $2,446,378 for the nine months ended 9/30/2025. Cash of $667,204 and working capital deficit of $1,861,175 as of 9/30/2025. Interest earned on trust account of $2,435,794 (Q3) and $5,582,297 (9 months). Trust value per public share of $10.24 as of 9/30/2025. Management identifies substantial doubt about going concern. No target identified or deal announced. Underwriters fully exercised over-allotment on 3/3/2025. Why it matters: The SPAC has roughly 16 months remaining (until 3/3/2027) to find a deal, but management states it currently lacks the liquidity to sustain operations for the next year, raising substantial doubt about going concern. The trust holds ~$235.6M and the redemption value per share ($10.24) includes accumulated interest. While there is no deal yet, the financial health of the SPAC's non-trust cash and its ability to fund search costs is now in question. The Sponsor transferred 922,313 Class B shares to the CEO on 9/15/2025.
What changed vs 2025-08-12trust $233.1M → $235.6M +1%deadline 2028-02-27 → 2027-03-03trust account, combination deadline, mandate language +32 moved · 4 with no prior record of ours
- Trust account
- $233.1M$235.6M
- Combination deadline
- 2028-02-272027-03-03
- Mandate language
- not previously extractedwe are focusing our search on technology enabled businesses …
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $222K · unchanged
- Redeemable shares
- 23.0M · unchanged
SpacBrain reads this as $2,435,794 was added to the trust between the two filings.
The clause …“costs — 164,243 Long-term prepaid insurance 65,478 — Marketable securities held in Trust Account 235,582,297 — Total Assets $ 236,505,801 $ 164,243 Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and”…
SpacBrain reads this as 361 days earlier than the previous record.
The clause …“and (y) the distribution of the Trust Account, as described below. We have until March 3, 2027 (24 months from the closing of the Initial Public Offering), or until such earlier liquidation date as our Board may approve or such”…
The clause …“all operations except for the purpose of liquidating. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management plans to consummate an initial Business Combination prior to the end”…
The clause …“the Initial Public Offering. On March 3, 2025, the Company repaid the total outstanding balance of the IPO Promissory Note amounting to $ 222,141 . Borrowings under the IPO Promissory Note are no longer available. 12 Due from Sponsor”…
The clause “500,000,000 shares authorized; 600,000 shares issued and outstanding (excluding 23,000,000 and 0 shares subject to possible redemption) as of September 30, 2025 and December 31, 2024, respectively 60 — Class B Ordinary Shares, $ 0.0001”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Routine compliance exhibit attached to a Schedule 13G/A amendment containing duplicate Powers of Attorney executed by The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC. Regarding FERA mechanics, the filing reports absolutely nothing bearing on the redemption deadline of 2027-03-03, the disclosed trust share value of $10.52, extension voting windows, business combination progress, or sponsor conduct. It neither modifies cash commitments nor alters holder economics. Why it matters: The document contains only administrative authority delegations. Per the filing, The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC have appointed Sadhiya Raffique, Santosh Vinayagamoorthy, D Guru Prasad, Tobi Amusan, Akash Keshari, Papa Lette, Andrzej Szyszka, Rahail Patel, Taiki Misu, Regina Chan, Mariana Audeves Martinez, Asheesh Bajaj, Abhilasha Bareja, Veronica Mupazviriwo, Sam Prashanth, Ameen Soetan, Abhishek Vishwanathan, Elizabeth Novak, and Matthew Pomfret as lawful attorneys-in-fact to execute and deliver filings under Rule 13f-1 or Regulation 13D-G on their behalf. As stipulated by the same entities through signatory Carey Ziegler (Managing Director/Attorney-in-Fact), these authorizations supersede previous grants dated July 29, 2024, and October 1, 2024, remain valid until July 16, 2026 (or terminate early if an attorney departs Goldman Sachs or its affiliates), and are governed by New York law. The submission makes zero claims regarding FERA’s target company, customer base, revenue streams, market size, strategic roadmap, technology infrastructure, partnership ecosystem, pending litigation, or executive personnel, serving exclusively as an internal regulatory routing instrument.
What changed: SEC Form 4 – Insider Ownership Report. The filing identifies Fifth Era Acquisition Sponsor I LLC, Fifth Era Management Sponsor I LLC, Le Merle Matthew C, Davis Alison, and Mechigian Mitchell as reporting persons, each designated as a 10% owner, and explicitly states 'No non-derivative transactions or holdings reported.' There were no changes to beneficial ownership, and no activity occurred that would impact the March 3, 2027 deadline, the $10.52-per-share trust value, extension proposals, merger execution milestones, or sponsor conduct. The document contains zero substantive claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or executive personnel beyond the routine identification of reporting entities. Why it matters: For investors monitoring a declared deal status and a fixed liquidation horizon, this zero-activity disclosure confirms that sponsors and affiliates neither accumulated nor offloaded shares during the reporting window. The lack of insider trading eliminates immediate signals regarding sponsorship conviction or expected redemption pressure against the reported trust balance, leaving the transaction timeline and capital structure entirely unshifted. While routine compliance forms of this type carry minimal independent weight, they function as essential calibration points for tracking Section 16 filers’ behavior as the SPAC approaches its contractual redemption date and final shareholder vote.
What changed: A Securities Assignment Agreement (filed as Exhibit 10.5 to a Schedule 13D/A) formally transferring 922,313 Class B ordinary shares from Fifth Era Acquisition Sponsor I LLC to Mitchell Mechigian, effective September 15, 2025. Pursuant to the assignment agreement dated September 15, 2025 (filed September 16, 2025), the Sponsor transferred 922,313 Class B ordinary shares to Mitchell Mechigian. Fifth Era Management Sponsor I LLC consented to the transfer, overriding the default distribution path in the Sponsor LLC Agreement. Mitchell Mechigian represented that he is an accredited investor, has no foreseeable liquidity need, is accepting the shares solely for his own account without intent to resell, is not relying on oral representations concerning the Company’s business or financial condition, and has been offered direct access to the Sponsor and Company for due diligence questions. He executed a joinder to the original Insider Letter, binding himself to all existing lock-up restrictions and transfer prohibitions, and acknowledged that the shares remain subject to forfeiture under Section 10.12(b) of the Sponsor LLC Agreement. This reassignment does not modify the $10.52 per-share trust balance, the March 3, 2027 redemption deadline, or the announced deal status. Why it matters: The transfer reflects internal sponsor equity restructuring or advisory compensation rather than public market trading. Because the 922,313 shares are contractually locked to the Insider Letter, carry mandatory forfeiture risk tied to continued service or corporate milestones, and require no separate registration, public shareholders face unchanged redemption windows and no new near-term sell pressure. The explicit waiver of reliance on oral representations and the acknowledgment of indefinite illiquidity signal that the transferee’s interest is structurally aligned with successful de-SPAC completion rather than short-term exit timing.
What changed: SEC Form 3, an insider initial ownership reporting statement submitted by Fifth Era Acquisition Corp I. According to the September 16, 2025 filing, Director and Chief Executive Officer Mitchell Mechigian reported zero non-derivative transactions or equity holdings. This disclosure leaves the existing public share count, sponsor equity position, and redemption schedule untouched. The published $10.52 per share trust balance and the March 3, 2027 business combination deadline remain mathematically and legally unaltered by this report. Why it matters: For investors tracking the merger completion window, the filing confirms that neither the chief executive nor a board director executed offsetting share purchases or sales near any upcoming proxy cycle or redemption date, which typically suggests stable sponsor positioning rather than defensive liquidity hoarding. The document contains no claims regarding customers, revenue, market size, technology, partnerships, or litigation, nor does it address deal valuation or regulatory milestones. As a routine compliance exhibit, it substantiates baseline governance adherence without shifting the investor redemption calculus or providing forward guidance on the announced transaction’s trajectory.
What changed: A routine compliance exhibit appended to a Schedule 13G beneficial ownership report, comprising two Power of Attorney documents filed by The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC. Regarding redemption deadlines, trust value, extensions, deal progress, and sponsor conduct, this filing introduces no changes. According to the Power of Attorney exhibits, nineteen individuals—Sadhiya Raffique, Santosh Vinayagamoorthy, D Guru Prasad, Tobi Amusan, Akash Keshari, Papa Lette, Andrzej Szyszka, Rahail Patel, Taiki Misu, Regina Chan, Mariana Audeves Martinez, Asheesh Bajaj, Abhilasha Bareja, Veronica Mupazviriwo, Sam Prashanth, Ameen Soetan, Abhishek Vishwanathan, Elizabeth Novak, and Matthew Pomfret—have been appointed as attorneys-in-fact to execute and deliver filings under Rule 13f-1 or Regulation 13D-G on behalf of the reporting parties. The documents state they supersede prior authorizations dated July 29, 2024 and October 1, 2024, remain in full force until July 16, 2026, and were executed on July 16, 2025 by Carey Ziegler, identified as Managing Director and Attorney-in-Fact, under the laws of the State of New York. Why it matters: The filing contains no operational, financial, or strategic claims regarding FERA. Per the text, it serves solely as an administrative mechanism for institutional holders to delegate signature authority for regulatory reporting. It does not advance or delay the business combination, alter shareholder redemption windows, impact trust fund calculations, or signal shifts in sponsor governance or target company performance. For investors tracking mechanical thresholds or deal timelines, the document offers no actionable updates beyond confirming continued institutional beneficial ownership reporting compliance.
What changed: Routine compliance exhibit — Schedule 13G/A, an amended beneficial ownership report filed by AQR Capital Management, LLC, AQR Capital Management Holdings, LLC, and AQR Arbitrage, LLC. The provided excerpt discloses no share quantities, ownership percentages, transaction dates, or amendment rationales. It identifies only the filing designation, the SEC accession number [0001085146-25-005071], and three affiliated AQR entities. Consequently, no data appears regarding redemption mechanics, trust value movements, extension proposals, de-SPAC transaction status, or sponsor governance conduct. Why it matters: An amended Schedule 13G typically reflects updated position sizes, revised investment intent, or corrective filings that can shift the observable institutional landscape ahead of SPAC milestone deadlines. For entities engaged in merger arbitrage or systematic equity strategies, shifts in reporting periods or aggregate exposure often precede redemption windows or proxy contests. Because the excerpt omits Item 4 narrative descriptions, signature blocks, and tabular holdings, this filing slice cannot independently verify accumulation, distribution, or hedging activity relevant to capital return timelines or deal execution risk.
What changed: A Schedule 13G/A amended beneficial ownership report submitted by Healthcare of Ontario Pension Plan Trust Fund. The submitted excerpt lists only the form designation and the reporting entity. It discloses no amended share quantities, ownership percentages, purpose codes, or amendment narratives. Consequently, it does not alter the documented mechanics governing the SPAC’s trust balance, its stated expiration deadline, any pending business combination, extension procedures, or sponsor behavior. No references to customer contracts, revenue streams, market positioning, technological capabilities, strategic partnerships, legal proceedings, or executive appointments are included. Why it matters: Because the filing provides no numerical position update, reason for amendment, or transaction-related disclosures, it does not advance the redemption clock, shift per-share trust distributions, modify extension voting parameters, or signal sponsor conduct changes. Portfolio managers tracking FERA receive no actionable adjustment to deal timelines or capital structure from this excerpt. The status quo for shareholder redemptions and the merger vote remains dictated by earlier registration statements and proxy materials, not this periodic compliance submission.
What changed: Quarterly Report (Form 10-Q) for the quarterly period ended June 30, 2025. First periodic report since IPO; trust at $233,146,503 ($10.14/share redemption value); working capital deficit of $393,675; going concern disclosure; no target identified; no deal announced. Why it matters: Establishes baseline trust value per share ($10.14) and confirms the SPAC is still searching with 24-month deadline to March 3, 2027. The going concern warning and negative working capital signal need for sponsor loans or a deal soon.
What changed vs 2025-05-09trust $230.7M → $233.1M +1%going concern APPEAREDtrust account, going-concern doubt, combination deadline +22 moved · 3 with no prior record of ours
- Trust account
- $230.7M$233.1M
- Going-concern doubt
- not statedstated
- Combination deadline
- not previously extracted2028-02-27
- Sponsor loans outstanding
- not previously extracted$222K
- Redeemable shares
- 23.0M · unchanged
SpacBrain reads this as $2,405,626 was added to the trust between the two filings.
The clause …“costs — 164,243 Long-term prepaid insurance 104,764 — Marketable securities held in Trust Account 233,146,503 — Total Assets $ 234,318,313 $ 164,243 Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and”…
SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.
The clause …“all operations except for the purpose of liquidating. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management plans to consummate an initial Business Combination prior to the”…
The clause “Articles to extend the date by which we are permitted to consummate our initial Business Combination, we would still need to consummate our initial Business Combination on or prior to February 27, 2028 in order to avoid a suspension of”…
The clause …“the Initial Public Offering. On March 3, 2025, the Company repaid the total outstanding balance of the IPO Promissory Note amounting to $ 222,141 . Borrowings under the IPO Promissory Note are no longer available. Due from Sponsor The”…
The clause “500,000,000 shares authorized; 600,000 shares issued and outstanding (excluding 23,000,000 and 0 shares subject to possible redemption) as of June 30, 2025 and December 31, 2024, respectively 60 — Class B Ordinary Shares, $ 0.0001 par”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Schedule 13G/A, which is an amended beneficial ownership report filed to update securities holding disclosures for MMCAP International Inc. SPC and MM Asset Management Inc. regarding FERA. The filing records an amendment by MMCAP International Inc. SPC and MM Asset Management Inc. as of 2025-08-12. The provided text contains no share quantities, percentage thresholds, acquisition prices, or statements regarding voting/dispositive power. Consequently, the filing reports no adjustments to shareholder composition, no triggered obligation thresholds, and no mechanical implications for the announced deal schedule, redemption deadlines, trust account integrity, or extension voting procedures. Why it matters: For investors tracking the SPAC’s path to completion, this submission represents a routine regulatory update rather than a transaction milestone. Without the accompanying numerical exhibits detailing aggregate shares held, sole versus shared voting authority, or purpose-of-investment clauses, the filing introduces no actionable intelligence on redemption behavior, capital deployment pacing, or sponsor accountability. Its substantive value depends entirely on omitted data not present in the provided text.
What changed: A Schedule 13G Joint Filing Agreement (Exhibit 99.1) to a beneficial ownership report for Fifth Era Acquisition Corp I, dated June 30, 2025, and signed August 8, 2025. Nothing regarding redemption deadlines, trust value, extensions, deal progress, or sponsor conduct. As the joint filing agreement itself states, it merely establishes that Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC, and David J. Snyderman will submit a single Schedule 13G filing through attorney-in-fact Hayley Stein pursuant to Rule13d-1(k). It discloses no share totals, transaction volumes, trust account movements, extension proposals, merger milestones, or executive behavior. Why it matters: This document is a procedural compliance attachment that omits the actual Schedule 13G data tables. According to the joint filing agreement executed by the undersigned parties, the submission only confirms the designated reporting structure for the four named Magnetar-affiliated entities. Consequently, it provides no verifiable metrics on holder accumulation, divestment timing, or voting intent. Investors tracking capital structure mechanics must review the principal Schedule 13G body (excluded from this filing extract) to evaluate whether these affiliates altered their stakes or intend to exercise redemption rights prior to any announced business combination. Until that data appears, the document carries no substantive operational or financial impact on the trust composition or merger timeline.
What changed: A Schedule 13G beneficial ownership report, classified as a routine regulatory compliance exhibit. The Healthcare of Ontario Pension Plan Trust Fund’s filing identifies the fund as a reporting holder, but it contains no disclosed amendments to the March 3, 2027 redemption deadline, no revised trust value beyond the reported $10.52 per share, no extension proposals, no target acquisition milestones, and no sponsor conduct disclosures. Why it matters: This submission reflects standard institutional reporting rather than transactional developments; because the Healthcare of Ontario Pension Plan Trust Fund did not disclose beneficial ownership percentages, acquisition dates, purchase prices, or investment purpose in the submitted text, it provides no actionable intelligence on shareholder redemption behavior, trust account sufficiency, merger vote timing, or sponsor actions. The filing text contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel.
What changed: Routine compliance exhibit — Schedule 13G/A, a beneficial ownership report. The filing is an amendment indicating a change in beneficial ownership held by MMCAP International Inc. SPC and/or MM Asset Management Inc. The provided excerpt does not disclose the amended share quantity, the updated percentage of outstanding Class A common stock, the effective date of the change, or the nature of the transaction (purchase, sale, or affiliated transfer) prompting the update. Why it matters: In a deal-announced SPAC context characterized by a stated $10.52 trust per share and a 2027-03-03 redemption deadline, Schedule 13G/A amendments monitor institutional positioning that can later inform proxy voting alignment, liquidity supply, or governance pressure. Because the excerpt omits all numerical ownership metrics, redemption intentions, voting stances, or lock-up acknowledgments from the filers, it does not mechanically impact the trust reserve, extension schedule, or sponsor behavior. The document contains zero claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel.
What changed: A Schedule 13G beneficial ownership report filed by AQR Capital Management, LLC; AQR Capital Management Holdings, LLC; and AQR Arbitrage, LLC. Regarding the specified mechanics—redemption deadlines, trust value, extensions, deal progress, and sponsor conduct—the filing introduces nothing. It does not reference a trust per-share amount, a deadline date, any merger target, conversion conditions, or sponsor actions. No numerical thresholds, voting percentages, or equity counts are disclosed in the provided excerpt. Why it matters: Beyond listing the three affiliated AQR entities, the document contains no claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. No statements are attributed to any chief executive, board member, or sponsor representative, and no standalone figures appear. Although it lacks operative details for a redemption calendar, routine Schedule 13G filings by arbitrage-focused affiliates signal continuous institutional surveillance of the security. Investors tracking this filing should treat it as a baseline compliance entry and watch subsequent amendments for actual position changes or explicit intent language.
What changed: Form 10-Q quarterly report for the period ended March 31, 2025, the first such report following Fifth Era Acquisition Corp I's initial public offering (IPO) which closed on March 3, 2025. The SPAC completed its IPO on March 3, 2025, raising $230 million (including full exercise of over-allotment) and placing $230 million in trust. As of March 31, 2025, trust assets were $230,740,877, equivalent to $10.03 per public share (reflecting interest earned). The company had $1,018,206 cash outside trust. No business combination target has been selected or discussed. No redemption requests, extensions, or deal announcements occurred. The 10-Q includes standard post-IPO financial statements, MD&A, and related party disclosures (sponsor loan repaid, administrative services agreement). The SPAC has 24 months from IPO (until March 3, 2027) to complete a business combination. Why it matters: This is the first verified financial snapshot of the SPAC's trust account post-IPO, confirming the per-share trust value of $10.03. It also documents sponsor behavior: the sponsor loan was repaid at closing, and the sponsor holds founder shares with typical lock-up provisions. No target discussions mean investors have no near-term catalyst. The filing provides baseline operating expenses ($119,286 in Q1) and confirms the SPAC is actively searching for a target. The trust value slightly above $10.00 is favorable for redemptions.
What changed: Joint Filing Agreement for a Schedule 13G beneficial ownership report, executed pursuant to Rule 13d-1(k) of the Securities Exchange Act of 1934. The filing confirms that Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC, and David J. Snyderman have agreed to jointly file a Schedule 13G covering their beneficial ownership of Fifth Era Acquisition Corp I shares as of March 31, 2025. Hayley Stein signed as attorney-in-fact for all signatories. The document discloses no changes to voting thresholds, redemption elections, trust account balances, proposed transaction timelines, or sponsor behavior. Why it matters: This filing does not alter the stated redemption deadline, adjust per-share trust proceeds, mandate an extension, signal deal progress, or reflect sponsor conduct. It functions strictly as a procedural coordination tool for shared disclosure obligations among affiliated holding entities and David J. Snyderman. Beyond confirming the mechanical act of joint regulatory filing, the text contains zero claims regarding customer acquisition, revenue targets, market sizing, strategic direction, proprietary technology, partnership structures, active litigation, or key personnel shifts. Investors tracking the SPAC lifecycle should treat this as a standard compliance exhibit with no direct bearing on cash flows, conversion mechanics, or merger timelines.
What changed: A routine compliance exhibit (SEC Form 8-K accompanied by press release Exhibit 99.1) announcing the mechanical decoupling of listed securities for separate trading. According to the April 16, 2025 press release attached to the filing, starting April 21, 2025, holders of the initial public offering Units may elect to separate them into Class A ordinary shares trading under “FERA” and Share Rights trading under “FERAR,” while unsplit Units continue trading under “FERAU.” The filing specifies that each right entitles the holder to receive one-tenth (1/10) of one Class A ordinary share upon consummation of the initial business combination and confirms a par value of $0.0001 per share. Separations require broker instructions to the transfer agent, Continental Stock Transfer & Trust Company. The filing makes no reference to adjustments to the trust account, redemption pricing, extension voting, merger counterparty discussions, or sponsor governance conduct. Why it matters: The separation mechanically isolates the underlying equity from the conversion instrument, altering independent liquidity, price discovery, and potential redemption arbitrage ahead of the business combination period expiration. Attributed entirely to the Company’s press release, management states the SPAC will pursue technology-enabled businesses, specifically citing internet, enterprise technology, software, artificial intelligence, fintech, and blockchain. The filing identifies Mitchell Mechigian as Chief Executive Officer and directs inquiries to spac@fifthera.com. No revenue metrics, customer data, market size estimates, partnership terms, litigation details, or personnel departures are disclosed.
What changed: A Joint Filing Agreement for a Schedule 13D beneficial ownership report, dated March 7, 2025, executed by Fifth Era Acquisition Sponsor I LLC, Fifth Era Management Sponsor I LLC, Matthew Le Merle, Alison Davis, and Mitchell Mechigian. As represented by the reporting Persons in the agreement, each Party acknowledges eligibility to file a Schedule 13D for Class A ordinary shares, $0.0001 par value, as of March 4, 2025, and assumes shared responsibility for timely submission and data accuracy. The document does not disclose any amendments to redemption windows, trust distribution mechanics, extension votes, merger negotiations, or sponsor conduct beyond confirming ongoing co-ownership and joint reporting obligations. Why it matters: For investors monitoring the SPAC lifecycle, this exhibit confirms administrative alignment among founders and management entities regarding their collective stake as of March 4, 2025. Because the agreement contains no assertions regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel adjustments, and introduces no numerical data outside the stated par value and dates, it does not materially advance redemption scheduling, alter trust accounting, or impact deal progression. Its operative function remains limited to allocating filing liability among the signatories.
What changed: A joint filing statement (Exhibit I) incorporated into a Schedule 13G beneficial ownership report under the Securities Exchange Act of 1934, authorizing Tenor Capital Management Company, L.P., Tenor Opportunity Master Fund, Ltd., and Robin Shah to submit a single regulatory disclosure regarding their holdings of Class A Ordinary Shares of Fifth Era Acquisition Corp I. This document reports no updates to redemption calendars, trust account valuations, extension provisions, target acquisition status, or sponsor conduct. The filing text contains zero references to shareholder voting windows, business combination deadlines, or sponsor governance actions. According to the document, the sole operative language is a mutual consent between the named parties to file jointly under Rule 13d-1(k)(1) and Rule 13d-1(k)(1)(iii), with no ownership percentages, dollar amounts, transaction milestones, or redemption-related conditions recorded in the excerpt. Why it matters: For investors tracking FERA’s mechanics, this filing does not modify any existing timelines, trigger redemption restrictions, or signal shifts in sponsor commitments or business combination progress. Per the document, the material consists entirely of a procedural mechanism for co-beneficial ownership reporting executed by Robin Shah on behalf of the Tenor entities. The filing contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. As a routine compliance attachment lacking the primary Schedule 13G body, it carries no independent operational or financial weight until the complete filing is examined for amendments, purchase agreements, or stated investment purposes.
What changed: A Form 8-K current report documenting the consummation of Fifth Era Acquisition Corp I’s initial public offering and private placement, accompanied by an audited balance sheet and detailed financial statement notes as of March 3, 2025. The filing states that on March 3, 2025, the company sold 23,000,000 Units at $10.00 per Unit, generating $230,000,000 in gross proceeds, and simultaneously closed a private placement of 600,000 Private Placement Units to its sponsor and Cantor Fitzgerald for $6,000,000. The audited balance sheet reports that exactly $230,000,000 was deposited into a U.S.-based trust account administered by Continental Stock Transfer & Trust Company. The document establishes a 24-month Completion Window for a business combination, expiring on March 3, 2027. It further discloses aggregate transaction costs of $15,557,879, comprising a $4,000,000 cash underwriting fee, a $10,950,000 deferred underwriting fee, and $607,879 of other offering costs. Operating assets are reported as $1,360,699 in current assets alongside the $230,000,000 trust deposit, offset by $11,047,335 in total liabilities and a shareholders’ deficit of $(9,686,636). Why it matters: The filing updates redemption mechanics by confirming the trust account was funded at $10.00 per public share, establishing the per-share baseline for potential redemptions during the 24-month window or upon liquidation. The notes specify that public shareholders may redeem at a price equal to the trust account balance divided by outstanding public shares, less taxes and up to $100,000 for dissolution expenses if a business combination fails within the Completion Window. The document attributes sponsor conduct commitments to the registrant’s charter agreements, including a $15,000-per-month administrative services arrangement, the repayment of a $222,141 promissory note on the IPO closing date, and the waiver of redemption rights on founder and private placement equity. Because the financial notes assert the company has not selected a target nor engaged in substantive merger discussions, investors monitoring deal progress will rely on subsequent disclosures to track the 80% fair market value screening threshold and any voting thresholds needed to amend governing documents or alter the liquidation timeline.
What changed: A joint filing acknowledgment and authorization attached to a Schedule 13G beneficial ownership report for MMCAP International Inc. SPC and MM Asset Management Inc. The exhibit introduces no modifications to the SPAC’s redemption calendar, trust composition, extension provisions, transaction status, or sponsor behavior. Executed on March 4, 2025, by Ulla Vestergaard (Director) and Hillel Meltz (President), the page merely confirms that both reporting entities submit the Schedule 13G on each other’s behalf and accept independent responsibility for the completeness and accuracy of their respective disclosures. Why it matters: This is a procedural compliance page with no operational, financial, or strategic assertions. It locks in the joint reporting structure required by the SEC for aggregated beneficial ownership, meaning future filings will continue to reflect combined holdings under these two vehicles without altering shareholder rights or timeline mechanics. Investors should look to subsequent Schedule 13D or 13G amendments for threshold crossings, voting agreements, or redemption-related communications rather than this execution exhibit.
What changed: Form 4 – Insider Ownership Report. This submission is a Form 4 insider ownership report documenting a 2025-03-03 open-market purchase of 380,000 shares at $10 per share, with post-transaction holdings standing at 380,000 shares. The filing attributes this acquisition to Fifth Era Acquisition Sponsor I LLC, Fifth Era Management Sponsor I LLC, director and Managing Director Le Merle Matthew C, Managing Director DAVIS ALISON, and director and Chief Executive Officer Mechigian Mitchell. Regarding SPAC mechanics, the report does not adjust the referenced trust value of $10.52 per share, the firm business combination deadline of 2027-03-03, or any existing redemption windows or extension provisions. Why it matters: Open-market purchases by sponsoring entities and named directors offer a transparent signal of sponsor conduct and internal capital commitment ahead of the merger timeline. Because the transaction was executed on the public exchange at $10 rather than through the private market or trust drawdown, it does not reduce trust account balances, alter per-share redemption economics, or change the outstanding share count. The document contains no operational disclosures, customer counts, revenue figures, market size estimates, technology roadmaps, partnership terms, litigation details, or executive roster changes. Investors monitoring deal progress or target fundamentals should treat this filing as a governance and sentiment indicator rather than a source of commercial or technical due diligence data.
What changed: IPO closing 8-K, reporting the consummation of the initial public offering, including the exercise of the over-allotment option in full, and the entry into related agreements (underwriting, trust, rights, registration rights, private placement, letter agreement, indemnity). Fifth Era Acquisition Corp I completed its IPO of 23,000,000 units at $10.00 per unit, grossing $230,000,000, all of which was deposited into the trust account (including $10,950,000 deferred underwriting commission). The underwriters' over-allotment option was exercised in full. Simultaneously, the sponsor purchased 380,000 private placement units and Cantor Fitzgerald purchased 220,000 private placement units, each at $10.00 per unit. The company's amended and restated memorandum and articles of association were adopted, establishing a 24-month completion window (deadline March 3, 2027). The board of directors was appointed with a classified structure, and committee assignments were made. Insider letter agreements were executed, including lock-up provisions (founder shares: 1 year post-business combination or earlier if price condition met; private placement units: 30 days post-business combination) and agreement to vote in favor of a business combination and not redeem. The trust per share at closing is $10.00 (gross, before deferred underwriting). Why it matters: This filing establishes the baseline trust value ($10.00 per share), the redemption deadline (24 months from March 3, 2025, i.e., March 3, 2027), and the sponsor/insider lock-up and voting commitments. The over-allotment exercise in full eliminates the need for founder share forfeiture. Investors can now track the trust account and the company's search for a business combination. The trust per share is $10.00, not the $10.52 shown in the user's metadata (the filing does not support $10.52).
What changed: Final prospectus for the initial public offering of Fifth Era Acquisition Corp I, a blank check company, filed pursuant to Rule 424(b)(4) after the SEC declared the registration statement effective. It details the offering of 20,000,000 units at $10.00 per unit, each consisting of one Class A ordinary share and one right to receive one-tenth of a Class A ordinary share upon a business combination, along with the private placement of 600,000 units to the sponsor and Cantor Fitzgerald & Co. This is the first final prospectus for the SPAC's IPO. It supersedes any preliminary prospectus and includes the final offering price, underwriting discounts, trust account mechanics, redemption rights, sponsor and management compensation, and risk factors. No prior 424B4 filing exists; this establishes the terms for the offering that closes on or about March 3, 2025. Why it matters: The prospectus is the definitive disclosure document for the IPO, establishing the trust account at $10.00 per public share (total $200 million), a 24-month deadline to complete a business combination (March 3, 2027), redemption rights for public shareholders, a 15% redemption limitation if a shareholder vote is held, sponsor and management conflicts, dilution from founder shares purchased at $0.004 per share, and the terms of the private placement. These details are critical for any investor evaluating the SPAC's structure, incentives, and risks.
What changed: A Form 3 insider ownership report filed with the SEC under accession number 0001213900-25-018217. The filing states that Rebecca Lynn Macieira-Kaufmann, identified as a director of Fifth Era Acquisition Corp I, reported no non-derivative transactions and holds no non-derivative securities. The document contains no operational disclosures, customer claims, revenue figures, market size estimates, technology descriptions, partnership agreements, litigation details, or personnel changes beyond the reporting party’s director designation. Why it matters: This submission does not modify the SPAC’s redemption calendar, trust account standing per share of $10.52, or the 2027-03-03 business combination deadline. Because the director disclosed zero equity purchases or sales, the report establishes a static baseline for sponsor/director alignment rather than signaling confidence or concern regarding the announced merger, valuation concessions, or potential funding extensions. Investors seeking actionable data on redemption thresholds, trust liquidity, or deal progression must consult forthcoming proxy statements, preliminary merger materials, or extension tender notices, as this routine compliance exhibit leaves all mechanical timelines and trust valuations undisturbed.
What changed: A Form 8-A filed with the U.S. Securities and Exchange Commission to register units, Class A ordinary shares, and purchase rights for listing on The Nasdaq Stock Market LLC pursuant to Section 12(b) of the Exchange Act, incorporating by reference the security descriptions from the company’s initial Registration Statement on Form S-1 (File No. 333-284616) originally filed on January 31, 2025. The filing administratively registers the post-combination security classes without amending economic terms, trust mechanisms, or redemption windows. It specifies that each unit consists of one Class A ordinary share and one right, and each right entitles the holder to receive one-tenth (1/10) of one Class A ordinary share. No alterations are disclosed regarding redemption deadlines, trust account compositions, extension voting procedures, or sponsor oversight provisions. Why it matters: This routine compliance exhibit confirms Fifth Era Acquisition Corp I has completed the Exchange Act registration step required to list the consolidated entity’s securities on Nasdaq following the announced business combination. For investors tracking deal progression, the filing signals that management has finalized a standard administrative checkpoint necessary for public trading liquidity. Chief Executive Officer Mitchell Mechigian executed the filing on February 27, 2025, attesting to proper authorization. Beyond the structural breakdown of the registered instruments and the stated par value of $0.0001 per Class A ordinary share, the document contains no operational data, customer disclosures, revenue guidance, market sizing, technology roadmaps, partnership terms, litigation details, or personnel updates. Because it merely incorporates prior prospectus language and imposes no operative covenants, all pre-existing trust valuations and the stated 2027-03-03 expiration remain unchanged by this filing.
What changed: A routine SEC Form 3 insider ownership report for Fifth Era Acquisition Corp I. Director Colin T. Wiel reported no non-derivative transactions and disclosed no existing holdings subject to reporting. Because insider positions did not change, the filing introduces no new variables for tracking sponsor behavior, warrant conversion triggers, or redemption impact on the trust ahead of the stated deadline. Why it matters: For investors monitoring deal progress and trust mechanics, an empty Form 3 confirms static insider equity, removing dilution or selling-pressure assumptions during the announced phase. Beyond the director’s title and the filer’s statement that no transactions occurred, the document contains no additional substance regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.