Fifth Era Acquisition Corp I 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. This information appears following Item 15 of this Annual Report and is incorporated herein by reference. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. None. 50 ITEM 9.A. CONTROLS AND PROCEDURES. Evaluation of Disclosure Controls and Procedures Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures are also designed with the objective of ensuring that such information is accumulated and communicated to our Management, including our Certifying Officers, as appropriate, to allow timely decisions regarding required disclosure. Under the supervision and with the participation of our Management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective as of December 31, 2025. We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Management’s Report on Internal Controls Over Financial Reporting This Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies like us. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ITEM 9.B. OTHER INFORMATION. None. ITEM 9.C. DISCLOSURE REGARDING FOREIGN JURISDICTION THAT PREVENT INSPECTIONS. Not applicable. 51 PART III. ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. Our current directors and executive officers are as follows: Name Age Title Directors Matthew C. Le Merle 64 Managing Director, Chairman of the Board Mitchell Mechigian 32 Chief Executive Officer and Director Donald H. Putnam 74 Director Rebecca Macieira-Kaufmann 61 Director Colin Wiel 59 Director Executive Officers Chris Linn 58 Chief Financial Officer Alison Davis 64 Managing Director Matthew C. Le Merle is a Managing Director and serves as Chair of our board of directors. He and Ms. Davis founded and have managed Fifth Era and Blockchain Coinvestors since inception and have participated in, advised and sourced opportunities in internet, fintech and blockchain for over 20 years. Mr. Le Merle has served as a Manager of the General Partner and the Investment Manager of Blockchain Coinvestors since its founding. Mr. Le Merle has also served as Managing Partner of Fifth Era, LLC since 2004 and Keiretsu Capital Blockchain Fund Manager, LLC since January 2014, two of the most active early-stage venture managers backing over 300 companies. Mr. Le Merle and Ms. Davis co-wrote the books “The Fifth Era” and “Blockchain Competitive Advantage.” Mr. Le Merle served as Managing Director and Chairman of Blockchian SPAC from November 2021 until it commenced its liquidation in November 2024. His board work has included holding Chairman or Non-Executive Director roles in 15 public and private companies, including chairman of the board of Concept Labs (Formerly Concept Art House), from 2006 to March 2024, chairman (Europe) of Securitize from 2019 to 2021, vice chairman of SFOX, Inc. from 2018 to 2021, advisory board director of Apple Pie Capital since 2013, advisory board director of Bitwise Asset Management since 2018, advisory board director of Hashkey Capital since 2022, advisor at Warburg Pincus LLC from 2019 to 2020, and Chairman of North America Advisory Board at Ningbo Shanshan, Ltd from 2009 to 2019. Prior to these roles, Mr. Le Merle held several roles as a strategy, operations and corporate finance advisor to Fortune 500 CEOs, boards and executive teams with McKinsey & Company, as well as A.T. Kearney and Monitor Group, where he led both firms’ West Coast practices and at Booz & Company where he co-led the global digital practice. Mr. Le Merle also served as a corporate executive of Gap Inc., where he was SVP Strategy and Corporate Development and SVP Gap Global Marketing. Mr. Le Merle received his B.A. (Double First) and Masters from Christ Church, Oxford, and an MBA from Stanford Graduate School of Business. Mr. Le Merle is currently married to Alison Davis, one of our Managing Directors. We believe Mr. Le Merle’s significant experience as a global strategy advisor, professional services firm leader, corporate operating executive, private equity and venture capital investor, and board director make him well qualified to serve as a member of our board of directors. Christopher Linn serves as our Chief Financial Officer and is currently the Chief Financial Officer at Blockchain Coinvestors, a venture capital firm focused on blockchain investments, where Mr. Linn plays a critical role in managing the firm’s financial audits, tax and financial strategy across a broad portfolio of blockchain-focused funds and projects. Mr. Linn brings significant expertise from his prior roles across various finance and venture capital firms. Prior to joining Blockchain Coinvestors in June 2022, Mr. Linn held senior finance positions at prominent firms such as Kranz & Associates from June 2021 to June 2022, Director of Finance at Startgrid, a Software as a Service startup, from November 2017 to June 2021, DAG Ventures from November 2010 to November 2017, and SVB Capital from January 2007 to November 2010. His background also includes Finance Manager at Lucas Venture Group and Vision Capital. He began his career at Ernst & Young as an auditor in the Business Risk Services group. Through these roles he has developed deep expertise in managing accounting, financial operations, fundraising, and investment strategies within the technology and venture capital sectors. Mr. Linn received his Bachelor’s of Science in Economics from San Jose State University. 52 Mr. Putnam , who serves as an independent director, is the Executive Chairman of Energy Substantiation Partners LLC, which he founded in 2024, and Founder and Managing Partner of Grail Partners LLC, a role he has held since 2005. Mr. Putnam is a veteran financial executive, mathematician, and entrepreneur whose career has spanned investment banking, quantitative finance, machine learning, and blockchain innovation. Prior to founding Grail, he founded Putnam Lovell Securities in 1987 and served as Chief Executive Officer, Chairman of the Board, and Managing Director in the firm’s investment banking group. After the firm’s sale to National Bank Financial in 2002, he served as CEO and Vice Chairman of Putnam Lovell NBF until 2005. Mr. Putnam has maintained a long-standing interest in artificial intelligence and blockchain. With more than thirty years of experience in neural network mathematics and applications, he has worked with or studied most major forms of machine learning, including support vector machines, gradient boosting, and random forests. He is also a frequent writer and speaker on the business and policy implications of artificial intelligence. In addition to his roles at Energy Substantiation and Grail, Mr. Putnam serves on the Investment Committee of Ripon College, on the boards of Manifold Partners and Welton Investment Partners, and on the Advisory Board of Ridgedale Advisors. Rebecca Macieira-Kaufmann who serves as an independent director, is a seasoned CEO with broad leadership experience in sales, marketing, risk management, and international business operations. She served as a director of the Blockchain SPAC from November 2021 until it commenced its liquidation in November 2024. She draws on deep expertise in the Fortune 50 financial services industry and has a demonstrated track record of leading highly successful business turnarounds, scaling new businesses, and expanding operations globally. She also brings a strong background in governance through her corporate and non-profit board experiences. Rebecca founded RMK Group, LLC, in 2020 to advise CEOs of start-ups in all phases of growth in the fintech, digital currency, identity management, wealth management, FI marketing software, payment systems and more. She is also the author of the book FitCEO. Prior to founding RMK Group, from 2008-2020 Ms. Macieira-Kaufmann was employed by Citigroup (NYSE: C) in various roles, including Head of International Personal Bank U.S (2016-2020), President & CEO of Banamex USA (2013-2016) and President, Citibank, California and Nevada (2008-2013). Prior to Citigroup, Ms. Macieira-Kaufmann held multiple roles at Wells Fargo (NYSE: WFC) from 1996 to 2008. Colin Wiel who serves as an independent director, is an AI expert with experience as an inventor and entrepreneur in AI going back 30+ years. He is co-founder and CEO of Qurrent, whose product is a software framework for AI agent development and orchestration. Previous companies include Mynd, a tech enabled platform for investing in single-family rentals, named the fastest growing company in the Bay Area in 2020, and Waypoint Homes which built a technology platform to scale single family rental, raised over $3.5 billion, bought over 17,000 homes, and went public on the NYSE, as well as Wildlife Works Carbon, the global leader in forest conservation through carbon credits. Colin got his start in AI at Boeing in the 1990’s where he invented a new way to control anti-lock brakes for airplanes leveraging AI. Colin has multiple patents in artificial intelligence, has earned a spot on the Goldman Sachs Top 100 Most Innovative Entrepreneurs (2012), and was awarded the Ernst & Young Entrepreneur of the Year (2014). We believe that Mr. Wiel’s significant experience building and scaling technology companies make him well qualified to serve as a member of our board of directors. Mitchell Mechigian serves as our Chief Executive Officer and as a director. Mr. Mechigian has served as Chief Financial Officer of Blockchain SPAC from December 2021 until it commenced its liquidation in November 2024. He has served as a Partner at Blockchain Coinvestors since August 2022 and in various other roles since February 2021. Previously, Mr. Mechigian held various positions at Morgan Stanley from July 2016 through September 2019. Mr. Mechigian received his Masters of Sciences from the London School of Economics and Political Science and B.A. in mathematics and economics from Washington University in St. Louis. We expect to benefit greatly from Mitchell’s significant transaction experience. 53 Alison Davis is a Managing Director. She and her spouse, Mr. Le Merle, founded and have managed Fifth Era and Blockchain Coinvestors since inception and have participated in, advised and sourced opportunities in internet, fintech and blockchain for over 20 years. Ms. Davis has served as Managing Director of Blockchain SPAC from November 2021 until it commenced its liquidation in November 2024. Ms. Davis has served as a Manager of the General Partner and the Investment Manager of Blockchain Coinvestors since its founding. Additionally, Ms. Davis has served as a Managing Partner of Fifth Era, LLC since 2024 and Keiretsu Capital Blockchain Fund Manager, LLC since January 2018. Ms. Davis and Mr. Le Merle co-wrote several books, including “Corporate Innovation in the Fifth Era” and “Blockchain Competitive Advantage.” Ms. Davis is currently a board director of Kraken and Pagaya (PGY) and an advisor to Bitwise Asset Management Inc. She is also the Chairman of the Advisory Board for Blockchain Capital, the Chairman of Renaissance Entrepreneurship Center and a director of the National Association of Corporate Directors (NACD) Northern California, and Cambridge in. Over the last 20 years Alison has served on the boards of 25 public and private companies as Chairman, Audit Committee Chair, Compensation Committee Chair and Technology and Innovation Committee Chair. Previously, Ms. Davis served as a director of City National Bank, Diamond Foods, Dispatch Management Services, Fiserv Inc., First Data Corporation, Janus Hendersion Group, LECG, Ooma Inc., Pacaso, Royal Bank of Scotland (now NatWest Group), Silicon Valley Bank, Unisys Corporation, and Xoom Corporation. Ms. Davis was previously the Managing Partner of Belvedere Capital Partners LLC, a regulated bank holding company and private equity firm focused on investing in U.S. banks and financial services firms where she worked closely with the Federal Reserve, the OCC, the FDIC and various state banking regulators. Earlier in her career, Ms. Davis served as the Chief Financial Officer of Barclays Global Investors Corp. (now BlackRock Inc.). She also spent 14 years as a strategy consultant and advisor to Fortune 500 CEOs, boards and executive teams with McKinsey & Company, and as a practice leader with A.T. Kearney where she built and led the global Financial Services Practice. Ms. Davis is also active in the community supporting non-profits and social enterprises as a board director, fundraiser and volunteer. She has been named a “Most Influential Women in Business” multiple times by the San Francisco Business Times. Ms. Davis is currently married to Matthew C. Le Merle, one of our Managing Directors and Chair of our board of directors. We believe that we will benefit greatly from Ms. Davis’s regulatory expertise, extensive experience in the financial services industry and serving on public company boards (including as audit chair), experience overseeing acquisitions by public companies, and her deep network of relationships across the blockchain ecosystem. Director Independence Nasdaq listing standards require that a majority of our board of directors be independent. An “independent director” is defined generally in the Nasdaq rules as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of a company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our board has determined that each of Colin Wiel, Donald H. Putnam and Rebecca Macieira-Kaufmann is each an independent director under applicable Nasdaq rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Number, Terms of Office and Election of Officers and Director Our board of directors consists of five members and is divided into three classes with only one class of directors being appointed in each year, and with each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. Prior to the closing of our initial business combination, only holders of our Class B Ordinary Shares will be entitled to vote on the appointment and removal of directors or continuing the company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of our Public Shares will not be entitled to vote on such matters during such time. These provisions of our Articles relating to these rights of holders of Class B Ordinary Shares may be amended by a special resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed in respect of the consummation of our initial business combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on Nasdaq. The term of office of the first class of directors, which consists of Mr. Putnam, will expire at our first annual general meeting. The term of office of the second class of directors, which will consist of Ms. Macieira-Kaufmann and Mr. Wiel, will expire at the second annual general meeting. The term of office of the third class of directors, which will consist of Mr. Mechigian and Mr. Le Merle, will expire at the third annual general meeting. Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to vote to appoint officers as it deems appropriate pursuant to our Articles. 54 Committees of the Board of Directors Upon the commencement of trading of our Units on Nasdaq, our board of directors established two standing committees: an audit committee and a compensation committee. Subject to phase-in rules, the rules of Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and Nasdaq rules require that our compensation committee be comprised solely of independent directors. Each committee operates under a charter that has been approved by our board and has the composition and responsibilities described below. Audit Committee The members of our audit committee are Donald H. Putnam, Rebecca Macieira-Kaufmann, and Colin Wiel. Mr. Putnam serves as chair of the audit committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have three members of the audit committee, all of whom must be independent. Mr. Wiel, Ms. Macieira-Kaufmann and Mr. Putnam are each independent. Each member of the audit committee is financially literate and our board of directors has determined that Mr. Putnam, Ms. Macieira-Kaufmann, and Mr. Wiel each qualify as an “audit committee financial expert” as defined in applicable SEC rules. We have adopted an audit committee charter, which details the principal functions of the audit committee, including: ● assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm; the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us; ● pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent registered public accounting firm all relationships the independent registered public accounting firm have with us in order to evaluate their continued independence; ● setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firm’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the independent registered public accounting firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; ● meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and ● reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. 55 Compensation Committee Upon the commencement of trading of our Units on Nasdaq, our board of directors established a compensation committee of our board of directors. The members of our compensation committee are Mr. Wiel, Ms. Macieira-Kaufmann and Mr. Putnam, and Ms. Macieira-Kaufmann serves as chair of the compensation committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have a compensation committee of at least two members, all of whom must be independent. Mr. Wiel, Ms. Macieira-Kaufmann and Mr. Putnam are each independent. We have adopted a compensation committee charter, which details the principal functions of the compensation committee, including: ● reviewing and approving on an annual basis the corporate goals and objectives relevant to our chief executive officer’s compensation, evaluating our chief executive officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our chief executive officer based on such evaluation; ● reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive compensation and equity based plans that are subject to board approval of all of our other officers; ● reviewing our executive compensation policies and plans; ● implementing and administering our incentive compensation equity-based remuneration plans; ● assisting management in complying with our proxy statement and annual report disclosure requirements; ● approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; ● producing a report on executive compensation to be included in our annual proxy statement; and ● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. Our charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC. Director Nominations We do not have a standing nominating committee though we intend to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq rules. In accordance with Rule 5605(e) of the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by our board of directors. Our board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who will participate in the consideration and recommendation of director nominees are Mr. Wiel, Ms. Macieira-Kaufmann and Mr. Putnam. In accordance with Rule 5605(e)(1)(A) of the Nasdaq rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place. The board of directors will also consider director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to stand for appointment at the next annual general meeting (or, if applicable, an extraordinary general meeting). Our shareholders that wish to nominate a director for appointment to our board of directors should follow the procedures set forth in our Articles. We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, our board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders. Prior to our initial business combination, holders of our Public Shares will not have the right to recommend director candidates for nomination to our board of directors. 56 Code of Ethics We have adopted a code of ethics, or our Code of Ethics, applicable to our directors, officers and employees. Our Code of Ethics includes our insider trading policies and procedures. We have filed a copy of our Code of Ethics as Exhibit 14.1 to this annual report. You can review this document by accessing our public filings at the SEC’s web site at www.sec.gov . In addition, we will provide a copy of the Code of Ethics and the charters of the committees of our board of directors without charge upon request. If we make any amendments to our Code of Ethics other than technical, administrative or other non-substantive amendments, or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics applicable to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC or Nasdaq rules, we will disclose the nature of such amendment or waiver on our website. The information included on our website is not incorporated by reference into this annual report or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only. Clawback Policy We have adopted a compensation recovery policy that is compliant with Nasdaq listing rules as required by the Dodd-Frank Act, which is attached to this annual report as Exhibit 97.1. Limitation on Liability and Indemnification of Officers and Directors Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect, actual fraud or the consequences of committing a crime. Our Articles will provide that our officers and directors will be indemnified by us to the fullest extent permitted by law, as it now exists or may in the future be amended, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We expect to purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors. Our officers and directors have agreed, and any persons who may become officers or directors prior to the initial business combination will agree, to waive any right, title, interest or claim of any kind in or to any monies in the Trust Account, and to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the Trust Account for any reason whatsoever. Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the Trust Account or (ii) we consummate an initial business combination. Our indemnification obligations may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions. We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. 57 Conflicts of Interest Under Cayman Islands law, our directors and officers owe the following fiduciary duties: ● duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; ● duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; ● duty to not improperly fetter the exercise of future discretion; ● duty to exercise authority for the purpose for which it is conferred and a duty to exercise powers fairly as between different sections of shareholders; ● duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and ● duty to exercise independent judgment. In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge, skill and experience of that director. As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position at the expense of the company. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in our the memorandum or articles of association or alternatively by shareholder approval at general meetings. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law, provide that, to the fullest extent permitted by law: (i) no individual serving as a director or an officer, among other persons, shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which (a) may be a corporate opportunity for any director or officer, on the one hand, and us, on the other or (b) the presentation of which would breach an existing legal obligation of a director or officer to any other entity. As a result, the fiduciary duties or contractual obligations of our officers or directors could materially affect our ability to complete our initial business combination. 58 Below is a table summarizing the entities to which our executive officers and directors currently have fiduciary duties, contractual obligations or other material management relationships: Individual Entity Entity’s Business Affiliation Matthew C. Le Merle Fifth Era Partners, LP Fifth Era, LLC Keiretsu Capital, LLC EnSub Esco Investment Investment Investment Financial Services Financial Services Managing Partner Managing Partner Managing Partner Board Director Board Director Mitchell Mechigian Fifth Era UK Ltd. Blockchain Coinvestors Fund Manager, LLC Investment Investment Partner General Partner Alison Davis Fifth Era Partners, LP Fifth Era, LLC KCBFM, LLC Kraken Pagaya Bitwise Investment Investment Investment Financial Services Financial Services Financial Services Managing Partner Managing Partner Managing Partner Board Director Board Director Board Director Colin Wiel Qurrent AI Software Chief Executive Officer Donald H. Putnam Grail Partners LLC Energy Substantiation Partners LLC Manifold Partners Welton Investment Partners Ridgedale Advisors Investment Financial Services Financial Services Investment Investment Managing Partner Executive Chairman Board Director Board Director Advisory Board Rebecca Macieira-Kaufmann RMK Group, LLC Consulting Founding Member If any of the above executive officers or directors becomes aware of a business combination opportunity which is suitable for any of the above entities to which he or she has current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, and only present it to us if such entity rejects the opportunity. In addition, our Sponsor and our officers and directors may Sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. As a result, our Sponsor, officers and directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other special purpose acquisition company with which they may become involved. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination target, which could materially affect our ability to complete our initial business combination. 59 Potential investors should also be aware of the following other potential conflicts of interest: ● Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number of hours per week to our affairs. ● Our initial shareholders purchased Founder Shares prior to the date of our IPO and purchased Private Placement Units in a transaction that closed simultaneously with the closing of our IPO. Our Sponsor, officers and directors have entered into the Letter Agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their Founder Shares, Private Placement Class A Ordinary Shares and Public Shares in connection with the completion of our initial business combination. Additionally, our Sponsor, officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares and Private Placement Class A Ordinary Shares if we fail to complete our initial business combination within the prescribed time frame, although they will be entitled to liquidating distributions from assets outside the Trust Account. If we do not complete our initial business combination within the prescribed time frame, the Private Placement Units (and the securities comprising such Units) will expire worthless. Furthermore, our Sponsor, officers and directors have agreed not to transfer, assign or sell any of their Founder Shares and any Class A Ordinary Shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of our initial business combination or (ii) the date following the completion of our initial business combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of our Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, the Founder Shares will be released from the lockup. The Private Placement Units (including the securities comprising such Units) will not be transferable until 30 days following the completion of our initial business combination. Because each of our officers and directors will own ordinary shares or Private Placement Units directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. ● Our Sponsor and members of our management team directly or indirectly own our securities following our IPO, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Upon the closing of our IPO, our Sponsor has invested in us an aggregate of $3,825,000, comprised of the $25,000 purchase price for the Founder Shares (or approximately $0.003 per share) and the $3,800,000 purchase price for the Private Placement Units (or $10.00 per Unit). Accordingly, our management team, which owns interests in our Sponsor, may be more willing to pursue a business combination with a riskier or less-established target business than would be the case if our Sponsor had paid the same per share price for the Founder Shares as our Public Shareholders paid for their Public Shares in our IPO. ● Certain members of our management team may receive compensation upon consummation of our initial business combination, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such compensation will not be received unless we consummate such business combination. ● Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. 60 ● In the event our Sponsor or members of our management team provide loans to us to finance transaction costs and/or incur expenses on our behalf in connection with an initial business combination, such persons may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such loans may not be repaid and/or such expenses may not be reimbursed unless we consummate such business combination. ● Similarly, if we agree to pay our Sponsor, officers, directors or a member of our management team a finder’s fee, advisory fee, consulting fee or success fee in order to effectuate the completion of our initial business combination, such persons may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as any such fee may not be paid unless we consummate such business combination. ● We are not prohibited from pursuing an initial business combination with a company that is affiliated with our Sponsor, officers or directors, non-managing Sponsor investors, or completing the business combination through a joint venture or other form of shared ownership with our Sponsor, officers or directors or non-managing Sponsor investors; accordingly, such affiliated person(s) may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such affiliated person(s) would have interests different from our Public Shareholders and would likely not receive any financial benefit unless we consummated such business combination. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our Sponsor, officers or directors, non-managing Sponsor investors, or completing the business combination through a joint venture or other form of shared ownership with our Sponsor, officers or directors or non-managing Sponsor investors. In the event we seek to complete our initial business combination with a company that is affiliated (as defined in our Articles) with our Sponsor (including its members), officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions, stating that the consideration to be paid by us in such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. Prior to or in connection with the completion of our initial business combination, we may pay our Sponsor, officers or directors, or our or their affiliates, of a finder’s fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the completion of our initial business combination, which, if made prior to the completion of our initial business combination, will be paid from funds held outside the Trust Account. We cannot assure you that any of the above mentioned conflicts will be resolved in our favor. In the event that we submit our initial business combination to our Public Shareholders for a vote, our Sponsor, officers and directors have agreed to vote their Founder Shares and Private Placement Class A Ordinary Shares, and they and the other members of our management team have agreed to vote their Founder Shares and Private Placement shares and any shares purchased during or after our IPO in favor of our initial business combination, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the business combination transaction. ITEM 11. EXECUTIVE COMPENSATION. Compensation Discussion and Analysis None of our executive officers or directors has received any cash or non-cash compensation for services rendered to us. We will reimburse our Sponsor, executive officers and directors, or any of their respective affiliates for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. We also reimburse our directors for reasonable travel expenses related to attendance at board of directors and committee meetings. In the future, we may adopt a policy of paying independent directors a fee for their attendance at board and committee meetings. Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, officers, directors or our or their affiliates. 61 After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting, management or other compensation from the combined company. We will fully disclosure all such compensation, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed business combination. It is unlikely the amount of such compensation will be known at the time, because the directors of the post-combination business will be responsible for determining executive and director compensation. Our compensation committee will determine any compensation to be paid to our officers. We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to remain with us after the initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment. Grants of Plan-Based Awards and Outstanding Equity Awards at Fiscal Year-End We do not have any equity incentive plans under which to grant awards. Employment Agreements We do not currently have any written employment agreements with any of our directors and officers. Retirement/Resignation Plans We do not currently have any plans or arrangements in place regarding the payment to any of our executive officers following such person’s retirement or resignation. Compensation Committee Interlocks and Insider Participation None of the members of our compensation committee is or has been our officer or employee. In addition, none of our executive officers currently serves, or has served in the past year, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our board of directors. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. The following table sets forth information with respect to our ordinary shares held by: ● each person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares; ● each of our executive officers and directors; and ● all our executive officers and directors as a group. 62 Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them. The following table does not reflect record or beneficial ownership of the shares underlying the Private Placement Warrants as they are not exercisable within 60 days of March 31, 2026. Class A Ordinary Shares Class B Ordinary Shares Name and Address of Beneficial Owner (1) No. of Shares Beneficially Owned Approximate % of Class (2) No. of Shares Beneficially Owned Approximate % of Class (3) Approximate % of Outstanding Ordinary Shares (4) Directors and Executive Officers Matthew C. Le Merle (5) 380,000 1.6 % 6,744,354 87.97 % 22.8 % Alison Davis (5) 380,000 1.6 % 6,744,354 87.97 % 22.8 % Mitchell Mechigian (5)(6) 380,000 1.6 % 7,666,667 100 % 25.7 % Chris Linn — — 15,000 * * Colin Wiel (7) — — 50,000 * * Rebecca Macieira-Kaufmann (7) — — 50,000 * * Donald H. Putnan — — — — — All directors and executive officers as a group 380,000 1.6 % 7,666,667 100 % 25.7 % 5% Holders Fifth Era Acquisition Sponsor I LLC (5) 380,000 1.6 % 6,744,354 87.97 % 22.8 % MMCAP International Inc. SPC (8) 1,900,000 8.1 % — — 6.1 % AQR Capital Management LLC (9) 1,396,220 5.92 % — — 4.5 % MAGNETAR FINANCIAL LLC (10) 1,500,000 6.35 % — — 4.8 % Tenor Capital Management Company, L.P. (11) 1,500,000 6.35 % — — 4.8 % * Less than 1% (1) Unless otherwise noted, the business address of each of our shareholders is PO Box 1093, Boundary Hall, Cricket Square, Grand Cayman, KY1-1104, Cayman Islands. (2) Based on 23,600,000 Class A Ordinary Shares issued and outstanding as of the date of this report. (3) Based on 7,666,667 Class B Ordinary Shares issued and outstanding as of the date of this report. (4) Based on 31,266,667 ordinary shares issued and outstanding as of the date of this report. (5) Includes 380,000 Class A Ordinary Shares and 6,744,354 Class B Ordinary Shares held in the name of our Sponsor. Fifth Era Management Sponsor I LLC is the managing member of our Sponsor. Messrs. Le Merle and Mechigian and Ms. Davis are the managing members of Fifth Era Management Sponsor I LLC. As such, each of the Sponsor, Fifth Era Management Sponsor I LLC, Messrs. Le Merle and Mechigian and Ms. Davis may be deemed to share beneficial ownership of the ordinary shares held of record by the Sponsor. All of our officers and directors and our advisors are members of our Sponsor. (6) Includes 922,313 Class B Ordinary Shares held in Mr. Mechigian’s individual capacity. Such Class B Ordinary Shares were transferred to Mr. Mechigian pursuant to a certain securities assignment agreement entered into on September 15, 2025. (7) Each independent director indirectly holds 50,000 Founder Shares through our Sponsor. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. (8) According to a filing made with the SEC on February 12, 2026, MMCAP International Inc. SPC possesses shared voting power over 1,900,000 and shared dispositive power over 1,900,000 Class A Ordinary Shares. MMCAP International Inc. SPC may have made additional transactions in our shares since its most recent filing with the SEC. Accordingly, the information presented may not reflect all of the shares currently beneficially owned by MMCAP International Inc. SPC. According to this filing, MMCAP International Inc. SPC’s business address is 161 Bay Street, TD Canada Trust Tower, Suite 2240, Toronto, Ontario M5J 2S1 Canada. 63 (9) According to a filing made with the SEC on August 14, 2025, AQR Capital Management, LLC possesses shared voting power over 1,396,220 and shared dispositive power over 1,396,220 Class A Ordinary Shares. AQR Capital Management, LLC may have made additional transactions in our shares since its most recent filing with the SEC. Accordingly, the information presented may not reflect all of the shares currently beneficially owned by AQR Capital Management, LLC. According to this filing, AQR Capital Management, LLC’s business address is One Greenwich Plaza, Suite 130, Greenwich, Connecticut 06830. (10) According to a filing made with the SEC on August 8, 2025, MAGNETAR FINANCIAL LLC possesses shared voting power over 1,500,000 and shared dispositive power over 1,500,000 Class A Ordinary Shares. MAGNETAR FINANCIAL LLC may have made additional transactions in our shares since its most recent filing with the SEC. Accordingly, the information presented may not reflect all of the shares currently beneficially owned by MAGNETAR FINANCIAL LLC. According to this filing, MAGNETAR FINANCIAL LLC’s business address is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201. (11) According to a filing made with the SEC on August 8, 2025, Tenor Capital Management Company, L.P. possesses shared voting power over 1,500,000 and shared dispositive power over 1,500,000 Class A Ordinary Shares. Tenor Capital Management Company, L.P. may have made additional transactions in our shares since its most recent filing with the SEC. Accordingly, the information presented may not reflect all of the shares currently beneficially owned by Tenor Capital Management Company, L.P. According to this filing, Tenor Capital Management Company, L.P.’s business address is 810 Seventh Avenue, Suite 1905, New York, NY 10019. Restrictions on Transfers of Founder Shares and Private Placement Units The Founder Shares and Private Placement Units (including the securities comprising such Units) are each subject to transfer restrictions pursuant to lock-up provisions in the agreements entered into by our Sponsor and management team. Those lock-up provisions provide that such securities are not transferable or saleable (i) in the case of the Founder Shares, until the earlier of (A) one year after the completion of our initial business combination or earlier if, subsequent to our initial business combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination and (B) the date following the completion of our initial business combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property and (ii) in the case of the Private Placement Units (including the securities comprising such Units), until 30 days after the completion of our initial business combination except in each case (a) to our or Cantor’s officers, directors, advisors or consultants, any affiliate or family member of any of our or Cantor’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, (b) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the completion window or in connection with the consummation of a business combination at prices no greater than the price at which the shares or Share Rights were originally purchased; (f) pro rata distributions from our Sponsor or Cantor to its respective members, partners or shareholders pursuant to our Sponsor’s or Cantor’s limited liability company agreement or other charter documents; (g) by virtue of the laws of the Cayman Islands or our Sponsor’s limited liability company agreement upon dissolution of our Sponsor or upon dissolution of Cantor, (h) in the event of our liquidation prior to our consummation of our initial business combination; (i) in the event that, subsequent to our consummation of an initial business combination, we complete a liquidation, merger, share exchange or other similar transaction which results in all of our shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property or (j) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (a) through (g); provided, however, that in the case of clauses (a) through (g) and clause (j) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in the letter agreements. Pursuant to the Letter Agreement, each of our Sponsor, directors and officers have agreed to a lock-up and restrictions on their ability to transfer, assign, or sell the Founder Shares and Private Placement Units and securities underlying the Private Placement Units. Further, the Sponsor membership interests (including the interests held by the non-managing members) are locked up and not transferable because the Letter Agreement prohibits indirect transfers. The securities that our Sponsor holds are expected only to be distributed directly to the members of our Sponsor following the consummation of our initial business combination, provided that such members agree to become subject to the applicable transfer restrictions with respect to such securities, including the Letter Agreement. Indirect transfers of the securities held by the Sponsor, such as to another member of the Sponsor or their affiliate, a family member or a new member of the Sponsor, may be permitted with the prior consent of Mitchell Mechigian, Matthew Le Merle and Alison Davis, the managing members of the managing member of our Sponsor, so long as such transfer complies with the applicable transfer restrictions with respect to such securities to the same extent as the party originally subject to such restrictions. 64 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. Related Party Transactions Founder Shares and IPO Securities On May 30, 2024, our Sponsor paid $25,000 to cover certain of our IPO costs and expenses in exchange for 5,750,000 Founder Shares pursuant to a securities subscription agreement, which is attached as Exhibit 10.8 hereto. In December 2024, we effected a share capitalization of 0.33 shares for each Class B Ordinary Share outstanding, resulting in our initial shareholders holding an aggregate of 7,666,667 Founder Shares. On September 15, 2025, Sponsor and Mr. Mechigian, our Chief Executive Officer, entered into a certain securities assignment agreement pursuant to which Sponsor transferred to Mr. Mechigian an aggregate of 922,313 Class B Ordinary Shares. The number of Founder Shares outstanding was determined based on the expectation that the total size of our IPO would be a maximum of 23,000,000 Units (assuming the underwriters’ over-allotment option was exercised in full), and therefore that such Founder Shares would represent 25% of the outstanding shares after our IPO (excluding the Private Placement shares). Simultaneously with the consummation of our IPO, we also completed the offering of our Private Placement Units. Each Private Placement Unit consisted of one Class A Ordinary Share and one Share Right to receive one tenth (1/10) of a Class A Ordinary Share upon the consummation of an initial business combination. Our Sponsor purchased 380,000 Private Placement Units and Cantor purchased 220,000 Private Placement Units. The Private Placement Units are identical to the Units sold in our IPO, subject to certain limited exceptions. The Private Placement Units that our Sponsor holds are subject to a lock-up as described in “ Item 12 – Security Ownership of Certain Beneficial Owners and Management And Related Stockholder Matters — Restrictions on Transfers of Founder Shares and Private Placement Units .” Registration Rights Agreement We have entered into the Registration Rights Agreement with the holders of our Founder Shares and Private Placement Units, including any Private Placement Units that may be issued upon conversion of Working Capital Loans (and their component securities) with respect to such securities. Pursuant to the Registration Rights Agreement, these holders have registration rights to require us to register the resale of any of our securities that they hold or that they acquire prior to the consummation of our initial business combination. Assuming $1,500,000 of Working Capital Loans are converted into Private Placement Unit equivalents, we will be obligated to register up to 8,491,667 Class A Ordinary Shares and 750,000 Share Rights. The number of Class A Ordinary shares includes (i) 7,666,667 Class A Ordinary Shares to be issued upon conversion of the Founder Shares, (ii) 600,000 Class A Ordinary Shares comprising part of the Private Placement Units, (iii) 60,000 Class A Ordinary Shares to be issued upon conversion of Private Placement Share Rights issued as part of the Private Placement Units, (iv) 150,000 Class A Ordinary Shares comprising part of the Private Placement Units issued upon conversion of Working Capital Loans, and (v) 15,000 Class A Ordinary Shares to be issued upon conversion of the Private Placement Share Rights as part of the Private Placement Unit equivalents upon conversion of Working Capital Loans. The number of Private Placement Share Rights includes up to 600,000 Private Placement She Rights as part of the Private Placement Units and 150,000 Private Placement Share Rights as part of the Private Placement Unit equivalents upon the conversion of Working Capital Loans. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial business combination. Notwithstanding anything to the contrary, Cantor may only make a demand on one occasion and only during the five-year period beginning on February 27, 2025. In addition, Cantor may participate in a “piggy-back” registration only during the seven-year period beginning on February 27, 2025. We will bear the expenses incurred in connection with the filing of any such registration statements. 65 IPO Promissory Note Prior to the closing of our IPO, our Sponsor loaned us funds in an aggregate amount of up to $300,000 to be used for a portion of the expenses of our IPO pursuant to a promissory note, attached as Exhibit 10.7 hereto, the IPO Promissory Note. IPOThe Promissory Note, which was fully repaid on March 3, 2025, was non-interest bearing and unsecured. Administrative Services Agreement We entered into the Administrative Services Agreement with the managing member of the Sponsor, commencing on February 27, 2025, through the earlier of the our consummation of an initial business combination and our liquidation, to pay the managing member of the Sponsor an aggregate of $15,000 per month for office space, utilities and secretarial and administrative support services, $10,000 of which is used as compensation to Mr. Mechigian for services rendered to the managing member of our Sponsor. For the year ended December 31, 2025, we incurred $151,071 in fees for these services pursuant to the Administrative Services Agreement, of which $15,000 is included in accrued expenses in the accompanying condensed balance sheets. Working Capital Loans In order to finance transaction costs in connection with an intended initial business combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required on a non-interest basis. We refer to any such loans as the “Working Capital Loans.” If we complete an initial business combination, we would repay such loans. In the event that the initial business combination does not close, we may use amounts held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into units of the post-business combination entity at a price of $10.00 per unit at the option of the lender. Such units would be identical to the Private Placement Units. Except as set forth above, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account. Policy for Approval of Related Party Transactions The audit committee of our board of directors has adopted a policy setting forth the policies and procedures for its review and approval or ratification of “related party transactions.” A “related party transaction” is any consummated or proposed transaction or series of transactions: (i) in which the company was or is to be a participant; (ii) the amount of which exceeds (or is reasonably expected to exceed) the lesser of $120,000 or 1% of the average of the company’s total assets at year-end for the prior two completed fiscal years in the aggregate over the duration of the transaction (without regard to profit or loss); and (iii) in which a “related party” had, has or will have a direct or indirect material interest. “Related parties” under this policy will include: (i) our directors, nominees for director or officers or any person who has served in such roles since the beginning of the most recent fiscal year, even if he or she does not currently serve in that role; (ii) any record or beneficial owner of more than 5% of any class of our voting securities; (iii) any immediate family member of any of the foregoing if the foregoing person is a natural person; and (iv) any other person who maybe a “related person” pursuant to Item 404 of Regulation S-K under the Exchange Act. Pursuant to the policy, the audit committee will consider (i) the relevant facts and circumstances of each related party transaction, including if the transaction is on terms comparable to those that could be obtained in arm’s-length dealings with an unrelated third party, (ii) the extent of the related party’s interest in the transaction, (iii) whether the transaction contravenes our code of ethics or other policies, (iv) whether the audit committee believes the relationship underlying the transaction to be in the best interests of the company and its shareholders and (v) if the related party is a director or an immediate family member of a director, the effect that the transaction may have on a director’s status as an independent member of the board and on his or her eligibility to serve on the board’s committees. Management will present to the audit committee each proposed related party transaction, including all relevant facts and circumstances relating thereto. Under the policy, we may consummate related party transactions only if our audit committee approves or ratifies the transaction in accordance with the guidelines set forth in the policy. The policy will not permit any director or officer to participate in the discussion of, or decision concerning, a related person transaction in which he or she is the related party. 66 We are not prohibited from paying any fees (including advisory fees), reimbursements or cash payments to our Sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, including the following payments, all of which, if made prior to the completion of our initial business combination, will be paid from funds held outside the Trust Account: ● payments under our Administrative Services Agreement; ● payment of consulting, success or finder fees to our independent directors or their respective affiliates in connection with the consummation of our initial business combination; ● engagement of our Sponsor or an affiliate of our Sponsor as an advisor or otherwise in connection with our initial business combination and certain other transactions and pay such person or entity a salary or fee in an amount that constitutes a market standard for comparable transactions; ● reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and ● repayment of Working Capital Loans, if any are made. Director Independence Please see “ Item 10. Directors, Executive Officers and Corporate Governance—Director Independence” for information regarding the independence of our directors. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES. The firm of WithumSmith+Brown, PC, or Withum, acts as our independent registered public accounting firm. The following is a summary of fees paid to Withum for services rendered. Audit Fees . During the year ended December 31, 2025 and for the period from May 22, 2024 (inception) through December 31, 2024, fees for our independent registered public accounting firm were $102,377 and $94,952 for the services that Withum performed in connection with our IPO and the audit of our December 31, 2025 and 2024 financial statements included in this annual report on Form 10-K. Audit-Related Fees. During the year ended December 31, 2025 and for the period from May 22, 2024 (inception) through December 31, 2024, fees for our independent registered public accounting firm did not render assurance and related services related to the performance of the audit or review of financial statements. Tax Fees . During the year ended December 31, 2025 and for the period from May 22, 2024 (inception) through December 31, 2024, fees for our independent registered public accounting firm were approximately $4,160 and $0 for the services to us for tax compliance, tax advice and tax planning. All Other Fees . During the year ended December 31, 2025 and for the period from May 22, 2024 (inception) through December 31, 2024, there were no fees billed for products and services provided by our independent registered public accounting firm other than those set forth above. Pre-Approval Policy Our audit committee was formed upon the consummation of our IPO. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit). 67 PART IV. ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES. (a) The following documents are filed as part of this Annual Report on Form 10-K: Financial Statements: Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheets F-3 Statements of Operations F-4 Statements of Changes in Shareholders’ Deficit F-5 Statements of Cash Flows F-6 Notes to Financial Statements F-7 to F-18 Financial Statement Schedules: None. 68 (b) Exhibits: We hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits that are incorporated herein by reference, showed by live hyperlinks, can be inspected on the SEC website at www.sec.gov. Exhibit No. Description 1.1 Underwriting Agreement, dated February 27, 2025, by and between the Company and Cantor Fitzgerald & Co., as representative of the several underwriters. (1) 3.1 Amended and Restated Memorandum and Articles of Association (1) 4.1 Specimen Unit Certificate (2) 4.2 Specimen Ordinary Share Certificate (2) 4.3 Specimen Share Right Certificate (2) 4.4 Share Rights Agreement, dated February 27, 2025, by and among Continental Stock Transfer & Trust Company and the Registrant (1) 4.5 Description of Registered Securities 10.1 Letter Agreement, dated February 27, 2025, by and among the Company, the Sponsor and each of the officers and directors of the Company (1) 10.2 Investment Management Trust Agreement, dated February 27, 2025, by and among Continental Stock Transfer & Trust Company and the Company (1) 10.3 Registration Rights Agreement, dated February 27, 2025, by and among the Company and certain security holders (1) 10.4 Private Placement Units Purchase Agreement, dated February 27, 2025, by and among the Company and the Sponsor (1) 10.5 Private Placement Units Purchase Agreement, dated February 27, 2025, by and among the Company and Cantor Fitzgerald & Co. (1) 10.6 Form of Indemnity Agreement (1) 10.7 Amended and Restated Promissory Note issued to the Sponsor (2) 10.8 Securities Subscription Agreement, dated May 22, 2024 by and among the Company and the Sponsor (2) 10.9 Form of Administrative Services Agreement (2) 14.1 Code of Ethics (2) 31.1 Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certifications of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certifications of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1 Policy Relating to Recovery of Erroneously Awarded Compensation 101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document* 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (1) Incorporated by reference to the Company’s current report on Form 8-K, filed with the SEC on March 3, 2025. (2) Incorporated by reference to the Company’s registration statement on Form S-1 (File No. 333-284616), filed with the SEC on February 21, 2025. ITEM 16. FORM 10-K SUMMARY. None. 69 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. FIFTH ERA ACQUISITION CORP. I Date: March 31, 2026 /s/ Mitchell Mechigian By: Mitchell Mechigian Title: Chief Executive Officer and Director Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Name Position Date /s/ Mitchell Mechigian Managing Director, Chief Executive Officer and Director March 31, 2026 Mitchell Mechigian (Principal Executive Officer) /s/ Chris Linn Chief Financial Officer March 31, 2026 Chris Linn (Principal Financial and Accounting Officer) /s/ Matthew C. Le Merle Managing Director, Chair of the Board of Directors March 31, 2026 Matthew C. Le Merle /s/ Alison Davis Managing Director March 31, 2026 Alison Davis /s/ Donald H. Putnam Director March 31, 2026 Donald H. Putnam /s/ Rebecca Macieira-Kaufmann Director March 31, 2026 Rebecca Macieira-Kaufmann /s/ Colin Wiel Director March 31, 2026 Colin Wiel 70 FIFTH ERA ACQUISITION CORP I INDEX TO FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm F-2 Financial Statements: Balance Sheets as of December 31, 2025 and 2024 F-3 Statements of Operations for the year ended December 31, 2025 and for the period from May 22, 2024 (inception) through December 31, 2024 F-4 Statements of Changes in Shareholders’ Deficit for the year ended December 31, 2025 and for the period from May 22, 2024 (inception) through December 31, 2024 F-5 Statements of Cash Flows for the year ended December 31, 2025 and for the period from May 22, 2024 (inception) through December 31, 2024 F-6 Notes to Financial Statements F-7 to F-18 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Fifth Era Acquisition Corp. I: Opinion on the Financial Statements We have audited the accompanying balance sheets of Fifth Era Acquisition Corp I (the “Company”) as of December 31, 2025 and 2024, and the related statements of operations, changes in shareholders’ deficit, and cash flows for the year ended December 31, 2025 and for the period from May 22, 2024 (inception) through December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the year ended December 31, 2025 and for the period May 22, 2024 (inception) through December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1 to the financial statements, the Company is a Special Purpose Acquisition Company that was formed for the purpose of completing a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses within an expected period of twenty-four months from the date of a successfully completed proposed initial public offering. The Company lacks the capital resources it needs to fund its operations for a reasonable period of time, which is generally considered to be one year from the issuance of the financial statements. These matters raise substantial doubt about the Company's ability to continue as a going concern. Management's plans with regard to these matters are also described in Note 1 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (the "PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ WithumSmith+Brown, PC We have served as the Company's auditor since 2024. New York, New York March 31, 2026 PCAOB ID Number 100 F- 2 FIFTH ERA ACQUISITION CORP I BALANCE SHEETS December 31, December 31, 2025 2024 Assets: Current assets Cash $ 543,258 $ — Prepaid insurance 157,146 — Prepaid expenses 2,500 — Total current assets 702,904 — Deferred offering costs — 164,243 Long-term prepaid insurance 26,191 — Marketable securities held in Trust Account 237,854,908 — Total Assets $ 238,584,003 $ 164,243 Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit Current liabilities Accounts payable and accrued expenses $ 3,038,559 $ 6,694 Accrued offering costs 75,000 36,528 IPO Promissory Note – related party — 172,920 Total current liabilities 3,113,559 216,142 Deferred underwriting fee 10,950,000 — Total Liabilities 14,063,559 216,142 Commitments and Contingencies (Note 6) Class A Ordinary Shares subject to possible redemption, $ 0.0001 par value; 23,000,000 and 0 shares at redemption value of $ 10.34 and $ 0.00 per share as of December 31, 2025 and 2024, respectively 237,854,908 — Shareholders’ Deficit Preference shares, $ 0.0001 par value; 5,000,000 shares authorized; 0 shares issued and outstanding as of December 31, 2025 and 2024 — — Class A Ordinary Shares, $ 0.0001 par value; 500,000,000 shares authorized; 600,000 shares issued and outstanding (excluding 23,000,000 and 0 shares subject to possible redemption) as of December 31, 2025 and 2024, respectively 60 — Class B Ordinary Shares, $ 0.0001 par value; 50,000,000 shares authorized; 7,666,667 shares issued and outstanding as of December 31, 2025 and 2024 (1) (2) 767 767 Additional paid-in capital — 24,233 Accumulated deficit ( 13,335,291 ) ( 76,899 ) Total Shareholders’ Deficit ( 13,334,464 ) ( 51,899 ) Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit $ 238,584,003 $ 164,243 (1) As of December 31, 2024, it includes up to 1,000,000 Class B Ordinary Shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (Note 7). (2) In December 2024, the Company effected a share dividend of 0.33 shares for each Class B Ordinary Share outstanding, resulting in the initial shareholders holding an aggregate of 7,666,667 Class B Ordinary Shares. All share and per share information has been retrospectively presented (Note 5). The accompanying notes are an integral part of the financial statements. F- 3 FIFTH ERA ACQUISITION CORP I STATEMENTS OF OPERATIONS For the Year Ended December 31, For the Period from May 22, 2024 (Inception) Through December 31, 2025 2024 General and administrative expenses $ 3,724,686 $ 76,899 Loss from operations ( 3,724,686 ) ( 76,899 ) Other income: Interest earned on marketable securities held in Trust Account 7,854,908 — Net income (loss) $ 4,130,222 $ ( 76,899 ) Weighted average shares outstanding, Class A Ordinary Shares 19,591,233 — Basic net income (loss) per share, Class A Ordinary Shares $ 0.15 $ — Weighted average shares outstanding, Class A Ordinary Shares 19,591,233 — Diluted net income (loss) per share, Class A Ordinary Shares $ 0.15 $ — Weighted average shares outstanding, Class B Ordinary Shares (1) (2) 7,496,804 6,666,667 Basic net income (loss) per share, Class B Ordinary Shares $ 0.15 $ ( 0.01 ) Weighted average shares outstanding, Class B Ordinary Shares (1) (2) 7,666,667 6,666,667 Diluted net income (loss) per share, Class B Ordinary Shares $ 0.15 $ ( 0.01 ) (1) As of December 31, 2024, excludes up to 1,000,000 Class B Ordinary Shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (Note 7). (2) In December 2024, the Company effected a share dividend of 0.33 shares for each Class B Ordinary Share outstanding, resulting in the initial shareholders holding an aggregate of 7,666,667 Class B Ordinary Shares. All share and per share information has been retrospectively presented (Note 5). The accompanying notes are an integral part of the financial statements. F- 4 FIFTH ERA ACQUISITION CORP I STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT FOR THE YEAR ENDED DECEMBER 31, 2025 AND FOR THE PERIOD FROM MAY 22, 2024 (INCEPTION) THROUGH DECEMBER 31, 2024 Class A Ordinary Shares Class B Ordinary Shares Additional Paid-in Accumulated Total Shareholders’ Shares Amount Shares Amount Capital Deficit Deficit Balance — May 22, 2024 (inception) — $ — — $ — $ — $ — $ — Class B Ordinary Shares issued to Sponsor (1) (2) — — 7,666,667 767 24,233 — 25,000 Net loss — — — — — ( 76,899 ) ( 76,899 ) Balance – December 31, 2024 — — 7,666,667 767 24,233 ( 76,899 ) ( 51,899 ) Sale of 600,000 Private Placement Units 600,000 60 — — 5,999,940 — 6,000,000 Fair value of rights included in Public Units — — — — 4,140,000 — 4,140,000 Allocated value of transaction costs to Class A Ordinary Shares — — — — ( 295,218 ) — ( 295,218 ) Accretion for Class A Ordinary Shares to redemption amount — — — — ( 9,868,955 ) ( 17,388,614 ) ( 27,257,569 ) Net income — — — — — 4,130,222 4,130,222 Balance – December 31, 2025 600,000 $ 60 7,666,667 $ 767 $ — $ ( 13,335,291 ) $ ( 13,334,464 ) (1) As of December 31, 2024, it includes up to 1,000,000 Class B Ordinary Shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (Note 7). (2) In December 2024, the Company effected a share dividend of 0.33 shares for each Class B Ordinary Share outstanding, resulting in the initial shareholders holding an aggregate of 7,666,667 Class B Ordinary Shares. All share and per share information has been retrospectively presented (Note 5). The accompanying notes are an integral part of the financial statements. F- 5 FIFTH ERA ACQUISITION CORP I STATEMENTS OF CASH FLOWS For the Year Ended December 31, 2025 For the Period from May 22, 2024 (Inception) Through December 31, 2024 Cash Flows from Operating Activities: Net income (loss) $ 4,130,222 $ ( 76,899 ) Adjustments to reconcile net income (loss) to net cash used in operating activities: Payment of operation costs through IPO Promissory Note 3,394 57,020 Formation costs applied to prepaid expenses contributed by Sponsor through IPO Promissory Note – related party — 13,185 Interest earned on marketable securities held in Trust Account ( 7,854,908 ) — Changes in operating assets and liabilities: Prepaid insurance ( 157,146 ) — Prepaid expenses ( 2,500 ) — Long-term prepaid insurance ( 26,191 ) — Accrued offering costs ( 15,295 ) — Accounts payable and accrued expenses 3,031,865 6,694 Net cash used in operating activities ( 890,559 ) — Cash Flows from Investing Activities: Investment of cash into Trust Account ( 230,000,000 ) — Net cash used in investing activities ( 230,000,000 ) — Cash Flows from Financing Activities: Proceeds from sale of Public Units, net of underwriting discounts paid 226,000,000 — Proceeds from sale of Private Placement Units 6,000,000 — Repayment of IPO Promissory Note - related party ( 222,141 ) — Payment of offering costs ( 344,042 ) — Net cash provided by financing activities 231,433,817 — Net Change in Cash 543,258 — Cash – Beginning of period — — Cash – End of period $ 543,258 $ — Noncash investing and financing activities: Offering costs included in accrued offering costs $ 75,000 $ 36,528 Deferred offering costs paid by Sponsor in exchange for issuance of Class B Ordinary Shares $ — $ 25,000 Deferred offering costs paid through IPO Promissory Note – related party $ 45,827 $ 102.715 Prepaid services contributed by Sponsor through the promissory note – related party $ — $ 13,185 Deferred Underwriting Fee payable $ 10,950,000 $ — The accompanying notes are an integral part of the financial statements. F- 6 FIFTH ERA ACQUISITION CORP I NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Note 1 — Description of Organization and Business Operations Fifth Era Acquisition Corp I (the “Company”) is a blank check company incorporated as a Cayman Islands exempted corporation on May 22, 2024. The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses (the “Business Combination”). The Company has not selected any specific Business Combination target. As of December 31, 2025, the Company had not commenced any operations. All activity for the period from May 22, 2024 (inception) through December 31, 2025 relates to the Company’s formation and the Initial Public Offering (as defined below), and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenue until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The Registration Statement on Form S-1 for the Initial Public Offering, initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 31, 2025, as amended (File No. 333-284616), was declared effective on February 27, 2025 (the “IPO Registration Statement”). On March 3, 2025, the Company consummated the initial public offering of 23,000,000 units (the “Public Units”) at $ 10.00 per Public Unit, which includes the full exercise of the Over-Allotment Option (as defined in Note 6) of 3,000,000 units (the “Option Units”), generating gross proceeds of $ 230,000,000 (the “Initial Public Offering”), as discussed in Note 3. Each Public Unit consists of one Class A ordinary share, par value $ 0.0001 per share, of the Company (the “Class A Ordinary Shares” and with respect to the Class A Ordinary Shares included in the Public Units, the “Public Shares”) and one right to receive one-tenth of one Class A Ordinary Share upon the consummation of an initial Business Combination (the “Public Rights”). Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 600,000 units (the “Private Placement Units” and together with the Public Units, the “Units”), to (i) the Company’s sponsor, Fifth Era Acquisition Sponsor I LLC (the “Sponsor”) and (ii) Cantor Fitzgerald & Co. (“Cantor”), the representative of the underwriters in the Initial Public Offering, at a price of $ 10.00 per Private Placement Unit, or $ 6,000,000 in the aggregate (the “Private Placement”), as discussed in Note 4. Of the 600,000 Private Placement Units, the Sponsor purchased 380,000 Private Placement Units and Cantor purchased 220,000 Private Placement Units. Each Private Placement Unit consists of one Class A Ordinary Share (the “Private Placement Shares”) and one right to receive one-tenth of one Class A Ordinary Share upon the consummation of an initial Business Combination (the “Private Placement Rights”, and together with the Public Rights, the “Rights”). Transaction costs amounted to $ 15,557,879 , consisting of $ 4,000,000 of cash underwriting fee, the Deferred Underwriting Fee (as defined in Note 6) of $ 10,950,000 , and $ 607,879 of other offering costs. The Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 % of the net balance in the Trust Account (as defined below) (excluding the amount of the Deferred Underwriting Fee held and taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Following the closing of the Initial Public Offering, on March 3, 2025, an amount of $ 230,000,000 ($ 10.00 per Unit) from the net proceeds of the Initial Public Offering and the Private Placement was placed in a trust account (the “Trust Account”), with Continental Stock Transfer & Trust Company (“Continental”) acting as trustee. The funds in the Trust Account are initially invested in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act that invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended Business Combination. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that the Company holds investments in the Trust Account, the Company may, at any time (based on the Company’s management team’s (“Management”) ongoing assessment of all factors related to the Company’s potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest bearing demand deposit account at a bank. F- 7 FIFTH ERA ACQUISITION CORP I NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Except with respect to amounts withdrawn to pay taxes, other than excise taxes, if any, the proceeds from the Initial Public Offering and the portion of proceeds from the Private Placement deposited into the Trust Account will not be released from the Trust Account until the earliest of (i) the completion of the initial Business Combination, (ii) the redemption of the Public Shares if the Company is unable to complete the initial Business Combination by March 3 2027, or such earlier liquidation date as the Company’s board of directors may approve (the “Combination Period”), subject to applicable law, or (iii) the redemption of the Public Shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (the “Amended and Restated Articles”) to modify (1) the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100 % of the Public Shares if the Company has not consummated an initial Business Combination within the Combination Period or (2) any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the holders of the Public Shares (the “Public Shareholders”). The Company will provide the Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (less taxes payable, if any), divided by the number of then outstanding Public Shares, subject to the limitations. The amount in the Trust Account was valued at $ 10.24 per Public Share as of December 31, 2025. The Ordinary Shares (as defined in Note 2) subject to possible redemption were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” The Company has only the duration of the Combination Period to complete the initial Business Combination. If the Company is unable to complete its initial Business Combination within the Combination Period, the Company will, as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will constitute full and complete payment for the Public Shares and completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation or other distributions, if any), subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law. The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, dated February 27, 2025 (the “Letter Agreement”), pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares (as defined in Note 5), Private Placement Shares and Public Shares in connection with (x) the completion of the initial Business Combination or an earlier redemption in connection with the commencement of the procedures to consummate the initial Business Combination if the Company determines it is desirable to facilitate the completion of the initial Business Combination and (y) a shareholder vote to approve an amendment to the Amended and Restated Articles to modify (1) the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100 % of the Public Shares if the Company has not consummated an initial Business Combination within the Combination Period or (2) any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity; (ii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares and Private Placement Shares if the Company fails to complete the initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period and to liquidating distributions from assets outside the Trust Account; and (iii) vote any Founder Shares and Private Placement Shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions) in favor of the initial Business Combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.00 per share due to reductions in the value of the Trust Account assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations, and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot provide any assurance that the Sponsor will be able to satisfy those obligations. F- 8 FIFTH ERA ACQUISITION CORP I NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Liquidity, Capital Resources, and Going Concern As of December 31, 2025, the Company had cash of $ 543,258 and a working capital deficit of $ 2,410,655 . The Company uses the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants, or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate, and complete a Business Combination. In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of their officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company will repay such Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds from the Trust Account would be used for such repayment. Up to $ 1,500,000 of such Working Capital Loans may be convertible into units of the post-Business Combination entity at a price of $ 10.00 per unit at the option of the lender. Such units would be identical to the Private Placement Units. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements—Going Concern”, Management has determined that the Company currently lacks the liquidity it needs to sustain operations for a reasonable period of time, which is considered to be at least one year from the date that the accompanying financial statements are issued as it expects to continue to incur significant costs in pursuit of its acquisition plans. In addition, Management has determined that if the Company is unable to complete an initial Business Combination within the Combination Period, then the Company will cease 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 of the Combination Period. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after March 3, 2027. There can be no assurance that the Company’s plans to raise capital or to consummate an initial Business Combination will be successful. Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the accompanying financial statements with another public company that is neither an (i) emerging growth company nor (ii) emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. F- 9 FIFTH ERA ACQUISITION CORP I NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Use of Estimates The preparation of the accompanying financial statements in conformity with U.S. GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the accompanying financial statements, and the reported amounts of revenues and expenses during the reporting period. Making estimates requires Management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the accompanying financial statements, which Management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $ 543,258 and $0 in cash as of December 31, 2025 and 2024, respectively. The Company had no cash equivalents as of December 31, 2025 and 2024. Marketable Securities Held in Trust Account As of December 31, 2025 and 2024, the assets held in the Trust Account, amounting to $ 237,854,908 and $0 , respectively, were held in money market funds which invest in U.S. Treasury securities. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 . Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Offering Costs The Company complies with the requirements of FASB ASC Topic 340-10-S99, “Other Assets and Deferred Costs - SEC Materials”, and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering”. Offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC Topic 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applied this guidance to allocate Initial Public Offering proceeds from the Public Units between Public Shares and Public Rights, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the Public Rights and then to the Public Shares. Offering costs allocated to the Public Shares were charged to temporary equity. Offering costs allocated to the Public Rights and Private Placement Rights were charged to shareholders’ deficit. After Management’s evaluation, the Public Rights and Private Placement Rights were accounted for under equity treatment. Transaction costs amounted to $ 15,557,879 , consisting of $ 4,000,000 of cash underwriting fee, the Deferred Underwriting Fee of $ 10,950,000 , and $ 607,879 of other offering costs. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to its short-term nature. F- 10 FIFTH ERA ACQUISITION CORP I NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Income Taxes The Company accounts for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the accompanying financial statements and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the accompanying financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. Management determined that the Cayman Islands is the Company’s major tax jurisdiction. As of December 31, 2025 and 2024, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. Rights The Company accounted for the Rights issued in connection with the Initial Public Offering and the Private Placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and classified the Rights under equity treatment at their assigned values. Redeemable Class A Ordinary Shares Classification The Public Shares contain a redemption feature that allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the initial Business Combination. In accordance with FASB ASC Topic 480-10-S99, “Distinguishing Liabilities from Equity”, the Company classifies Public Shares subject to possible redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, as of December 31, 2025 and 2024, Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the accompanying balance sheets. As of December 31, 2025, the Class A Ordinary Shares subject to possible redemption reflected in the accompanying balance sheets are reconciled in the following table: Gross proceeds $ 230,000,000 Less: Proceeds allocated to Public Rights ( 4,140,000 ) Class A Ordinary Shares issuance costs ( 15,262,661 ) Plus: Remeasurement of carrying value to redemption value 27,257,569 Class A Ordinary Shares subject to possible redemption, December 31, 2025 $ 237,854,908 F- 11 FIFTH ERA ACQUISITION CORP I NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of Ordinary Shares, Class A Ordinary Shares and Class B ordinary shares, par value $ 0.0001 (the “Class B Ordinary Shares”, and together with the Class A Ordinary Shares, the “Ordinary Shares”). Income and losses are shared pro rata between the two classes of Ordinary Shares. This presentation assumes a Business Combination as the most likely outcome. Net income (loss) per Ordinary Share is calculated by dividing the net income (loss) by the weighted average Ordinary Shares outstanding for the respective period. The calculation of diluted net income (loss) per Ordinary Share does not consider the effect of the Rights issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 600,000 Class A Ordinary Shares in the calculation of diluted income (loss) per Ordinary Share, because their exercise is contingent upon future events. As a result, diluted net income (loss) per Ordinary Share is the same as basic net income (loss) per share Ordinary Share for the year ended December 31, 2025 and for the period from May 22, 2024 (inception) through December 31, 2024. Accretion associated with the redeemable Class A Ordinary Shares is excluded from earnings per Ordinary Share as the redemption value approximates fair value. The Company has considered the effect of Class B Ordinary Shares that were excluded from weighted average number as they were contingent on the exercise of the Over-Allotment Option. Since the contingency was satisfied, the Company included these shares in the weighted average number as of the beginning of the interim period to determine the dilutive impact of these shares. The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per Ordinary Share for each class of Ordinary Shares: For the Year Ended December 31, For the Period from May 22, 2024 (inception) through December 31, 2024 2025 2024 Redeemable Non- redeemable Redeemable Non- redeemable Basic net income (loss) per Ordinary Share: Numerator: Allocation of net income (loss) $ 2,987,154 $ 1,143,068 $ — $ ( 76,899 ) Denominator: Weighted-average Ordinary Shares outstanding 19,591,233 7,496,804 — 6,666,667 Basic net income (loss) per Ordinary Share $ 0.15 $ 0.15 $ — $ ( 0.01 ) For the Year Ended December 31, For the Period from May 22, 2024 (inception) through December 31, 2024 2025 2024 Redeemable Non- redeemable Redeemable Non- redeemable Diluted net income (loss) per Ordinary Share: Numerator: Allocation of net income (loss) $ 2,968,539 $ 1,161,683 $ — $ ( 76,899 ) Denominator: Weighted-average Ordinary Shares outstanding 19,591,233 7,666,667 — 6,666,667 Diluted net income (loss) per Ordinary Share $ 0.15 $ 0.15 $ — $ ( 0.01 ) Recent Accounting Pronouncements Management does not believe that any issued, but not effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements. F- 12 FIFTH ERA ACQUISITION CORP I NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Note 3 — Initial Public Offering In the Initial Public Offering, on March 3, 2025, the Company sold 23,000,000 Public Units, which includes a full exercise by the underwriters of their Over-Allotment Option amounting to 3,000,000 Option Units, at a purchase price of $ 10.00 per Public Unit. Each Public Unit consists of one Public Share and one Public Right, which grants the holder the right to receive one-tenth (1/10) of a Class A Ordinary Share upon the consummation of an initial Business Combination. Note 4 — Private Placement Simultaneously with the closing of the Initial Public Offering, the Sponsor and Cantor purchased an aggregate of 600,000 Private Placement Units at a price of $ 10.00 per Private Placement Unit in the Private Placement. Each Private Placement Unit consists of one Private Placement Share and one Private Placement Right, which grants the holder the right to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of an initial Business Combination. 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 are identical to the Public Units, subject to certain limited exceptions. Note 5 — Related Party Transactions Founder Shares On May 22, 2024, the Sponsor made a capital contribution of $ 25,000 , or approximately $ 0.004 per Class B Ordinary Share, to cover certain of the Company’s deferred offering costs and expenses, for which the Company issued 5,750,000 Class B Ordinary Shares to the Sponsor (such shares, the “Founder Shares”). In December 2024, the Company effected a share dividend of 0.33 shares for each Class B Ordinary Share outstanding, resulting in holders of the Founder Shares prior to the Initial Public Offering holding an aggregate of 7,666,667 Founder Shares. The Founder Shares included an aggregate of up to 1,000,000 Class B Ordinary Shares that were subject to forfeiture by the Sponsor for no consideration depending on the extent to which the Over-Allotment Option was exercised. On March 3, 2025, the Over-Allotment Option was exercised in full as part of the closing of the Initial Public Offering. As such, those 1,000,000 Founder Shares are no longer subject to forfeiture. On September 15, 2025, the Sponsor and Mitchell Mechigian, the Company’s Chief Executive Officer, entered into a Securities Assignment Agreement, pursuant to which, the Sponsor transferred to Mr. Mechigian an aggregate of 922,313 Class B Ordinary Shares. The Class B Ordinary Shares transferred to Mr. Mechigian were previously held by him indirectly through Fifth Era Management Sponsor LLC, the managing member of the Sponsor. The Founder Shares are designated as Class B Ordinary Shares and, except as described below, are identical to the Public Shares, and holders of Founder Shares have the same shareholder rights as Public Shareholders, except that (i) the Founder Shares are subject to certain transfer restrictions, as described in more detail below, (ii) the Founder Shares are entitled to registration rights; (iii) the Sponsor, officers and directors have entered into the Letter Agreement with the Company, pursuant to which they have agreed to many limitations on the Founder Shares (see Note 1), (iv) the Founder Shares are automatically convertible into Class A Ordinary Shares in connection with the consummation of the initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment as described herein and in the Company’s amended and restated memorandum and articles of association, and (v) prior to the closing of the initial Business Combination, only holders of the Class B Ordinary Shares are entitled to vote on (x) the appointment and removal of directors or (y) continuing the company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the Company’s constitutional documents or to adopt new constitutional documents, in each case, as a result of the Company approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). F- 13 FIFTH ERA ACQUISITION CORP I NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 IPO Promissory Note — Related Party The Sponsor agreed to loan the Company an aggregate of up to $ 300,000 to be used for a portion of the expenses of the Initial Public Offering pursuant to an unsecured promissory note (the “IPO Promissory Note”). The loan was non-interest bearing, unsecured and due at the earlier of June 30, 2025, or the closing of 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 Company paid the Sponsor an amount of $ 21,550 in excess of the outstanding IPO Promissory Note balance at the closing of the Initial Public Offering. Subsequently, on March 6, 2025, the Sponsor repaid the Company a total of $ 21,550 . As of December 31, 2025 and 2024, there were no outstanding amounts due from the Sponsor. Administrative Services Agreement The Company entered into an agreement with the managing member of the Sponsor, commencing on February 27, 2025, through the earlier of the Company’s consummation of initial Business Combination and its liquidation, to pay the managing member of the Sponsor an aggregate of $ 15,000 per month for office space, utilities and secretarial and administrative support services (the “Administrative Services Agreement”). For the year ended December 31, 2025, the Company incurred $ 151,071 in fees for these services pursuant to the Administrative Services Agreement, of which $ 15,000 is included in accrued expenses in the accompanying balance sheets. $ 100,714 of such amount incurred for the year ended December 31, 2025 was used as compensation to Mr. Mechigian. For the period from May 22, 2024 (inception) through December 31, 2024, no fees were incurred for these services. Working Capital Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company Working Capital Loans as may be required. If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans, but no proceeds from the Trust Account will be used to repay the Working Capital Loans. Up to $ 1,500,000 of such Working Capital Loans may be convertible into units of the post-Business Combination entity at a price of $ 10.00 per unit at the option of the lender. Such units would be identical to the Private Placement Units. As of December 31, 2025 and 2024, no such Working Capital Loans were outstanding. Note 6 — Commitments and Contingencies Risks and Uncertainties The Company’s ability to complete an initial Business Combination may be adversely affected by various factors, many of which are beyond the Company’s control. The Company’s ability to consummate an initial Business Combination could be impacted by, among other things, changes in laws or regulations, downturns in the financial markets or in economic conditions, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine and the Middle East. The Company cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact the Company’s ability to complete an initial Business Combination. F- 14 FIFTH ERA ACQUISITION CORP I NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Registration Rights The holders of the (i) Founder Shares, (ii) Private Placement Units (and their component securities) and (iii) units (and their component securities) that may be issued upon conversion of the Working Capital Loans have registration rights to require the Company to register a sale of any of the Company’s securities held by them and any other securities of the Company acquired by them prior to the consummation of the initial Business Combination pursuant to a registration rights agreement, dated February 27, 2025, by and among the Company and certain security holders. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain piggyback registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters had a 45 -day option from the date of the Initial Public Offering to purchase up to an additional 3,000,000 Option Units to cover over-allotments, if any (the “Over-Allotment Option”). On March 3, 2025, the underwriters elected to fully exercise the Over-Allotment Option to purchase an additional 3,000,000 Option Units at a price of $ 10.00 per Option Unit. The underwriters of our IPO were entitled to a cash underwriting discount of $ 4,000,000 ( 2.0 % of the gross proceeds of the Public Units, excluding any proceeds from the exercise of the Over-Allotment Option), which was paid upon the closing of the Initial Public Offering. Additionally, the underwriters are entitled to a deferred underwriting fee of 4.50 % of the gross proceeds of the base Initial Public Offering held in the Trust Account (excluding any proceeds from the exercise of the Over-Allotment Option) and 6.50 % of the gross proceeds sold pursuant to the Over-Allotment Option, or $ 10,950,000 in the aggregate, payable upon the completion of the initial Business Combination subject to the terms of the underwriting agreement, dated February 27, 2025 by and between the Company and Cantor (such fee, the “Deferred Underwriting Fee”). Advisory Agreement On May 27, 2025, the Company engaged an advisor to act as its capital markets advisor in connection to a Business Combination (the “Advisory Agreement”). Pursuant to the Advisory Agreement, the Company shall pay the advisor a non-refundable cash fee equal to 5.0 % of the aggregate maximum gross proceeds received or receivable by the Company in connection with a financing transaction, including any aggregate amounts committed by investors to purchase equity securities, whether or not all equity securities are issued at the closing of such financing. However, in no event shall the aggregate aforementioned financing fee payable by the Company to the advisor be less than $ 3,000,000 in cash. Note 7 — Shareholders’ Deficit Preference Shares The Company is authorized to issue a total of 5,000,000 preference shares at par value of $ 0.0001 each. As of December 31, 2025 and 2024, there were no preference shares issued or outstanding. Class A Ordinary Shares The Company is authorized to issue a total of 500,000,000 Class A Ordinary Shares at par value of $ 0.0001 each. As of December 31, 2025, there were 600,000 Class A Ordinary Shares issued and outstanding, excluding the 23,000,000 Public Shares subject to possible redemption. At December 31, 2024, there were no Class A Ordinary Shares issued or outstanding. Class B Ordinary Shares The Company is authorized to issue a total of 50,000,000 Class B Ordinary Shares at par value of $ 0.0001 each. As of December 31, 2025 and 2024, there were 7,666,667 Class B Ordinary Shares issued and outstanding. F- 15 FIFTH ERA ACQUISITION CORP I NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 The Founder Shares will automatically convert into Class A Ordinary Shares concurrently with or immediately following the consummation of the initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A Ordinary Shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to or in connection with the closing of the initial Business Combination, the ratio at which Class B Ordinary Shares convert into Class A Ordinary Shares will be adjusted (unless the holders of a majority of the outstanding Class B Ordinary Shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A Ordinary Shares issuable upon conversion of all Class B Ordinary Shares will equal, in the aggregate, 25 % of the sum of (i) the total number of all Class A Ordinary Shares outstanding upon the completion of the Initial Public Offering (including any Class A Ordinary Shares issued pursuant to the Over-Allotment Option and excluding the Private Placement Shares and the Class A Ordinary Shares underlying the Private Placement Rights), plus (ii) all Class A Ordinary Shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent units issued to the Sponsor or any of its affiliates or to the Company’s officers or directors upon conversion of Working Capital Loans) minus (iii) any redemptions of Public Shares by Public Shareholders in connection with an initial Business Combination; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. Holders of record of the Ordinary Shares are entitled to one vote for each share held on all matters to be voted on by shareholders. Unless specified in the Amended and Restated Articles or as required by the Companies Act (As Revised) of the Cayman Islands or stock exchange rules, an ordinary resolution under Cayman Islands law and the Amended and Restated Articles, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company is generally required to approve any matter voted on by the Company’s shareholders. Approval of certain actions requires a special resolution under Cayman Islands law, which (except as specified below) requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting, and pursuant to the Amended and Restated Articles, such actions include amending the Amended and Restated Articles and approving a statutory merger or consolidation with another company. There is no cumulative voting with respect to the appointment of directors, meaning, following the initial Business Combination, the holders of more than 50 % of the Ordinary Shares voted for the appointment of directors can elect all of the directors. Prior to the consummation of the initial Business Combination, only holders of the Class B Ordinary Shares (i) have the right to vote on the appointment and removal of directors and (ii) are entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional documents or to adopt new constitutional documents, in each case, as a result of the Company approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of Class A Ordinary Shares are not entitled to vote on these matters during such time. These provisions of the Amended and Restated Articles may only be amended if approved by a special resolution passed by the affirmative vote of at least 90 % (or, where such amendment is proposed in respect of the consummation of the initial Business Combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company. Rights Except in cases where the Company is not the surviving company in a Business Combination, each holder of a Right will automatically receive one-tenth (1/10) of one Class A Ordinary Share upon consummation of the initial Business Combination. The Company will not issue fractional shares in connection with an exchange of Rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman law. In the event the Company is not the surviving company upon completion of the initial Business Combination, each holder of a Right will be required to affirmatively convert his, her or its Rights in order to receive the one-tenth (1/10) of one Class A Ordinary Share underlying each Right upon consummation of the Business Combination. If the Company is unable to complete the initial Business Combination within the Combination Period and the Company redeems the Public Shares for the funds held in the Trust Account, holders of Rights will not receive any of such funds for their Rights and the Rights will expire worthless. F- 16 FIFTH ERA ACQUISITION CORP I NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Note 8 — Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects Management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability. Level December 31, 2025 Assets: Marketable securities held in Trust Account 1 $ 237,854,908 Level December 31, 2024 Assets: Marketable securities held in Trust Account 1 $ — The fair value of the Public Rights issued in the Initial Public Offering is $ 4,140,000 , or $ 0.18 per Public Right. The fair value of the Public Rights was determined using a discounted cash-flow model. The Public Rights issued in the Initial Public Offering have been classified within shareholders’ deficit and will not require remeasurement after issuance. The following table presents the quantitative information regarding market assumptions used in the valuation of the Public Rights issued in the Initial Public Offering: March 3, 2025 Traded price of Unit $ 10.01 Expected term to De-SPAC (years) 2.0 Probability of De-SPAC and instrument-specific market adjustment 17.9 % Risk-free rate (continuous) 3.92 % F- 17 FIFTH ERA ACQUISITION CORP I NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Note 9 — Segment Information FASB ASC Topic 280, ”Segment Reporting,” establishes standards for companies to report in their financial statements information about operating segments, products, services, geographic areas, and major customers. “Operating segments” are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by a company’s Chief Operating Decision Maker (the “CODM”), or group, in deciding how to allocate resources and assess performance. The Company’s CODM has been identified as the Chief Executive Officer , who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, Management has determined that there is only one reportable segment. The CODM assesses performance for the single segment and decides how to allocate resources based on net income (loss) that also is reported on the accompanying statements of operations as net income (loss). The measure of segment assets is reported on the accompanying balance sheets as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income (loss) and total assets, which include the following: December 31, December 31, 2025 2024 Marketable securities held in Trust Account $ 237,854,908 $ — Cash $ 543,258 $ — For the Year Ended December 31, For the Period from May 22, 2024 (inception) through December 31, 2025 2024 General and administrative expenses $ 3,724,686 $ 76,899 Interest earned on marketable securities held in Trust Account $ 7,854,908 $ — The CODM reviews interest earned on marketable securities held in Trust Account to measure and monitor shareholder value and determine the most effective strategy of interest expense on marketable securities held in Trust Account funds while maintaining compliance with the Investment Management Trust Agreement, dated February 27, 2025, by and between the Company and Continental. General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination or similar transaction within the Business Combination period. The CODM also reviews general and administrative expenses to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative expenses, as reported on the accompanying statements of operations, are the significant segment expenses provided to the CODM on a regular basis. All other segment items included in net income (loss) are reported on the accompanying statements of operations and described within their respective disclosures. Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the accompanying balance sheet date through the date that the accompanying financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the accompanying financial statements. F- 18