Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds.
Unregistered Sales
of Equity Securities
Simultaneously with the closing of the Initial Public Offering, the
Company consummated the sale of 600,000 units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit,
in a private placement to the Company’s sponsor, Fifth Era Acquisition Sponsor I LLC (the “Sponsor”), and Cantor Fitzgerald
& Co. (“Cantor”), the representative of the underwriters, generating gross proceeds of $6,000,000, which is described
in Note 4. Each Private Placement Unit consists of one Private Placement Share and one Right to receive one tenth (1/10) of a Class A
ordinary share upon the consummation of an initial Business Combination (“Private Placement Right”). Of those 600,000 Private
Placement Units, the Sponsor purchased 380,000 Private Placement Units and Cantor purchased 220,000 Private Placement units. The Private
Placement Units (and underlying securities) are identical to the Public Units , except as otherwise disclosed in the IPO Registration
Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units was
made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
Purchases of Equity
Securities by the Issuer and Affiliated Purchasers
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
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