FERAR · Fifth Era Acquisition Corp I Units

Fifth Era Acquisition Corp I (FERA), a Cayman Islands SPAC listed on Nasdaq, announced entry into a definitive Business Combination Agreement dated April 7, 2026, with SMT Holdings Limited (Company), an Abu Dhabi Global Market entity holding a large inventory of high-purity strategic metals. The transaction structures as a merger where PENNY Merger Sub merges into FERA, with FERA surviving as a wholly-owned subsidiary of newly formed Miotal SPAC HoldCo, Inc. (Holdco). FERA shareholders receive one Holdco Ordinary Share per FERA share, preserving equity economics. Concurrently, Company shares exchange into Holdco Ordinary Shares valued at $10 billion ($10/share), making Company a Holdco subsidiary and implying a $10B pre-money valuation for its assets. The metals stockpile—47,000kg 6N ultrafine copper powder, 10M+ meters 99.98% nickel wire, and rare earth oxides (lutetium, thulium, holmium, scandium, niobium)—is stored securely in Switzerland, independently verified, with Company-estimated market value of ~$35B (subject to price volatility). No mining/production risk exposure positions it for sovereign/institutional supply amid tightening critical metals chains. Closing targeted H1 2026 requires FERA/Company shareholder approvals, Nasdaq listing, S-4/F-4 effectiveness, absence of Company MAE, and Min Stockpile Sales completion. Sponsor (Fifth Era Acquisition Sponsor I LLC) locked voting support, cost coverage over $15M, and transfer restrictions. Ancillary docs (Sponsor Support, Registration Rights, Lock-Up, Share Exchange) filed as exhibits. Item 7.01 press release (Ex 99.1) highlights Miotal's sovereign-scale positioning for defense/tech applications. High investor materiality from $10B deal scale, strategic metals scarcity, and path to Nasdaq listing under 'Miotal'.