Fifth Era Acquisition Corp. I (FERA) risk factors, FY2025 10-K

Fifth Era Acquisition Corp. I's FY2025 10-K, filed Mar 31, 2026, lists 64 risk factors. There is no earlier 10-K to compare against, so the most company-specific risks are listed below.

Open FERA in Gloom →
Fifth Era Acquisition Corp. I's chart, financials and news, free in your browser.Open FERA in Gloom →
Risk factors listed
640 groups
Section length
25k wordsItem 1A

Fifth Era Acquisition Corp. I's biggest risks in the FY2025 10-K

  • Fifth Era Acquisition Corp I is a blank check company seeking technology-enabled business combinations in internet, software, AI, fintech, and blockchain.
  • Following its IPO, $230,000,000 was placed in a trust account.

The risks most specific to Fifth Era Acquisition Corp. I

  • We are a blank check company incorporated in the Cayman Islands on May 22, 2024, formed for the purpose of effecting a business combination. Our Sponsor is Fifth Era Acquisition Sponsor I LLC

    The company is a blank check company incorporated in the Cayman Islands seeking a business combination in technology-enabled sectors like AI, fintech, and blockchain.

  • Liquidity, Capital Resources and Going Concern

    Following the IPO and over-allotment option exercise, $230,000,000 was placed in a trust account, with $15,557,879 incurred in fees and offering costs.

  • Administrative Services Agreement

    The company pays its Sponsor $15,000 per month for office space, utilities, and administrative support under an Administrative Services Agreement.

  • Rebecca Macieira-Kaufmann RMK Group, LLC Consulting Founding Member

    Officers and directors have fiduciary obligations to other entities and will present business combination opportunities to them before Fifth Era Acquisition Corp I.

  • We cannot assure you that any of the above mentioned conflicts will be resolved in our favor

    The Sponsor, officers, and directors have agreed to vote their Founder Shares and Private Placement shares in favor of any initial business combination.

  • Restrictions on Transfers of Founder Shares and Private Placement Units

    Founder Shares and Private Placement Units are subject to strict transfer restrictions and lock-up provisions.

All 64 risk factors

Headings as the filing states them, in filing order.

Other

  1. 01We are a blank check company incorporated in the Cayman Islands on May 22, 2024, formed for the purpose of effecting a business combination. Our Sponsor is Fifth Era Acquisition Sponsor I LLC
  2. 02Liquidity, Capital Resources and Going Concern
  3. 03Administrative Services Agreement
  4. 04Critical Accounting Estimates and Policies
  5. 05Class A Ordinary Shares Subject to Possible Redemption
  6. 06Net Income (Loss) Per Ordinary Share
  7. 07Recent Accounting Standards
  8. 08Evaluation of Disclosure Controls and Procedures
  9. 09Management’s Report on Internal Controls Over Financial Reporting
  10. 10Changes in Internal Control over Financial Reporting
  11. 11ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
  12. 12Alison Davis 64 Managing Director
  13. 13Number, Terms of Office and Election of Officers and Director
  14. 14Committees of the Board of Directors
  15. 15Limitation on Liability and Indemnification of Officers and Directors
  16. 16We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors
  17. 17Rebecca Macieira-Kaufmann RMK Group, LLC Consulting Founding Member
  18. 18We cannot assure you that any of the above mentioned conflicts will be resolved in our favor
  19. 19None of our executive officers or directors has received any cash or non-cash compensation for services rendered to us
  20. 20Compensation Committee Interlocks and Insider Participation
  21. 21ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
  22. 22Class A Ordinary Shares Class B Ordinary Shares
  23. 23Tenor Capital Management Company, L.P.(11) 1,500,000 6.35 % — — 4.8 %
  24. 24(4) Based on 31,266,667 ordinary shares issued and outstanding as of the date of this report
  25. 25(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
  26. 26Restrictions on Transfers of Founder Shares and Private Placement Units
  27. 27Founder Shares and IPO Securities
  28. 28Registration Rights Agreement
  29. 29Policy for Approval of Related Party Transactions
  30. 30The 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
  31. 31Tax 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
  32. 32ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
  33. 33Financial Statement Schedules: None
  34. 34Title: Chief Executive Officer and Director
  35. 35Report of Independent Registered Public Accounting Firm F-2
  36. 36Opinion on the Financial Statements
  37. 37Commitments and Contingencies (Note 6)
  38. 38Preference shares, $0.0001 par value; 5,000,000 shares authorized; 0 shares issued and outstanding as of December 31, 2025 and 2024
  39. 39(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)
  40. 40Loss from operations (3,724,686 ) (76,899 )
  41. 41(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)
  42. 42Net income (loss) $ 4,130,222 $ (76,899 )
  43. 43Interest earned on marketable securities held in Trust Account (7,854,908 )
  44. 44Net cash used in operating activities (890,559 )
  45. 45Net cash used in investing activities (230,000,000 )
  46. 46Cash – End of period $ 543,258 $
  47. 47Note 1 — Description of Organization and Business Operations
  48. 48Transaction 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
  49. 49Liquidity, Capital Resources, and Going Concern
  50. 50Emerging Growth Company Status
  51. 51Cash and Cash Equivalents
  52. 52Concentration of Credit Risk
  53. 53Fair Value of Financial Instruments
  54. 54Redeemable Class A Ordinary Shares Classification
  55. 55Class A Ordinary Shares issuance costs (15,262,661 )
  56. 56Note 3 — Initial Public Offering
  57. 57Note 4 — Private Placement
  58. 58IPO Promissory Note — Related Party
  59. 59Note 8 — Fair Value Measurements
  60. 60Level 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
  61. 61Marketable securities held in Trust Account 1 $
  62. 62Note 9 — Segment Information
  63. 63Interest earned on marketable securities held in Trust Account $ 7,854,908 $
  64. 64Note 10 — Subsequent Events

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.