IPO and Financial Proceeds - The company completed its IPO on March 3, 2025, raising gross proceeds of $230,000,000 from the sale of 23,000,000 Units at $10.00 per Unit, including 3,000,000 Units from the underwriters' over-allotment option [237]. - The company incurred total fees of $15,557,879 related to the IPO, which included a cash underwriting fee of $4,000,000 and a deferred underwriting fee of $10,950,000 [244]. - The company has engaged an advisor for capital markets services, agreeing to pay a non-refundable cash fee of 5.0% of the gross proceeds from financing transactions, with a minimum fee of $3,000,000 [259]. Financial Performance - For the year ended December 31, 2025, the company reported a net income of $4,130,222, primarily from interest income of $7,854,908 on marketable securities held in the Trust Account, offset by operating costs of $3,724,686 [243]. - As of December 31, 2025, the company had approximately $237,854,908 in marketable securities in the Trust Account, including interest income [247]. - The company has a working capital deficit of $2,410,655 as of December 31, 2025, with cash of $543,258 available for operations [249]. - The company has not generated any operating revenues to date and will not do so until after completing its initial business combination [242]. Business Combination and Future Plans - The company plans to use funds from the Trust Account primarily to complete its business combination and for working capital of the target business [247]. - The company may seek to extend the Combination Deadline, which requires approval from Public Shareholders, who will have the opportunity to redeem their shares [241]. - Management has raised substantial doubt about the company's ability to continue as a going concern if the initial business combination is not completed by the Combination Deadline [253]. Accounting and Reporting - The preparation of financial statements involves estimates and assumptions that can materially affect reported amounts of assets, liabilities, income, and expenses [261]. - Class A Ordinary Shares subject to possible redemption are classified as temporary equity and presented at redemption value outside of shareholders' equity [262]. - Net income (loss) per Ordinary Share is calculated using the two-class method, allocating net income (loss) pro rata to different classes of shares [263]. - No recently issued accounting standards are expected to have a material effect on the financial statements if adopted [264]. Board of Directors Changes - Gary Cookhorn resigned from the board of directors on March 17, 2026, without any disagreement with the company [265]. - Donald H. Putnam was appointed as a director on March 20, 2026, effective immediately [266]. Regulatory Classification - The company is classified as a smaller reporting company and is not required to provide additional market risk information [267].

IPO and Financial Proceeds - The company completed its Initial Public Offering (IPO) on March 3, 2025, raising gross proceeds of $230 million from the sale of 23 million Public Units at $10.00 each[93]. - The company incurred total fees of $15,557,879 related to the IPO, including a cash underwriting fee of $4,000,000 and a deferred underwriting fee of $10,950,000[102]. - The company engaged an advisor for capital markets services related to a Business Combination, with a fee of 5.0% on gross proceeds, ensuring a minimum payment of $3,000,000[117]. Financial Performance - For the three months ended September 30, 2025, the company reported a net income of $929,008, driven by interest income of $2,435,794 from marketable securities, offset by operating costs of $1,506,786[100]. - For the nine months ended September 30, 2025, the company reported a net income of $2,446,378, with interest income of $5,582,297 and operating costs of $3,135,919[100]. - The company has not generated any operating revenues to date, with activities focused on organizational efforts and identifying acquisition candidates[99]. Assets and Liabilities - As of September 30, 2025, the company held approximately $235,582,297 in marketable securities in the Trust Account, including $5,582,297 of interest income[105]. - The company has a working capital deficit of $1,861,175 as of September 30, 2025, indicating liquidity challenges[107]. Business Combination and Future Plans - The company has until March 3, 2027, to complete its Business Combination, or it will cease operations and redeem Public Shares at a price equal to the amount in the Trust Account[97]. - The company plans to use funds from the Trust Account primarily to complete its Business Combination and for working capital of the target business[105]. - The company may seek to extend the Combination Period with shareholder approval, which could affect its ability to maintain its Nasdaq listing[98]. Shareholder Equity - Class A Ordinary Shares subject to possible redemption are classified as temporary equity, reflecting uncertain future events and redemption rights[120]. - Net income (loss) per Ordinary Share is calculated using the two-class method, allocating net income (loss) among different classes of shares[121].

Financial Performance - For the three months ended June 30, 2025, the company reported a net income of $895,779, driven by interest income of $2,405,626 from marketable securities held in the Trust Account, offset by operating costs of $1,509,847[114]. - For the six months ended June 30, 2025, the company achieved a net income of $1,517,370, with interest income of $3,146,503 and operating costs of $1,629,133[114]. Marketable Securities - As of June 30, 2025, the company had marketable securities in the Trust Account totaling $233,146,503, which includes approximately $3,146,503 of interest income[120]. Initial Public Offering - The company completed its Initial Public Offering on March 3, 2025, raising gross proceeds of $230,000,000 from the sale of 23,000,000 Public Units at $10.00 each[116]. - The company incurred total fees of $15,557,879 related to the Initial Public Offering, including a cash underwriting fee of $4,000,000 and a deferred fee of $10,950,000[117]. Liquidity and Working Capital - As of June 30, 2025, the company had cash of $850,918 and a working capital deficit of $393,675, indicating liquidity challenges[121]. - The company plans to use funds held in the Trust Account primarily to complete its Business Combination and for working capital to finance operations of the target business[120]. Administrative Expenses - The company has incurred $61,071 in administrative service fees for the six months ended June 30, 2025, under an agreement for office space and support services[126]. Off-Balance Sheet Arrangements - The company has no off-balance sheet arrangements as of June 30, 2025, and does not participate in transactions that create relationships with unconsolidated entities[125]. Going Concern - Management has expressed substantial doubt about the company's ability to continue as a going concern if it cannot complete a Business Combination within the required timeframe[124].

Financial Performance - The company had a net income of $621,591 for the three months ended March 31, 2025, primarily from interest income of $740,877 on marketable securities held in the Trust Account, offset by operating costs of $119,286 [111]. - Cash used in operating activities for the three months ended March 31, 2025, was $415,611, with net income affected by interest earned on marketable securities and operational costs [115]. Marketable Securities - As of March 31, 2025, the company held marketable securities in the Trust Account totaling $230,740,877, which includes approximately $740,877 of interest income [116]. Initial Public Offering - The company completed its Initial Public Offering on March 3, 2025, raising gross proceeds of $230,000,000 from the sale of 23,000,000 Units at $10.00 per Unit [113]. - The company incurred total fees of $15,557,879 related to the Initial Public Offering, including a cash underwriting fee of $4,000,000 and a deferred underwriting fee of $10,950,000 [114]. Debt and Obligations - The company has no long-term debt or off-balance sheet arrangements as of March 31, 2025, and has a monthly obligation of $15,000 to the Sponsor for administrative services [120][121]. Business Combination Plans - The company intends to use substantially all funds in the Trust Account to complete its Business Combination, with remaining proceeds allocated for working capital and growth strategies [116]. - The company may require additional financing to complete its Business Combination or to address potential redemptions of Public Shares [119]. - The SEC's 2024 SPAC Rules may impact the company's ability to negotiate and complete its initial Business Combination, potentially increasing costs and time [109]. - The company does not expect to generate operating revenues until after the completion of its Business Combination, with current activities focused on organizational tasks and identifying target companies [110].

As filed with the Securities and Exchange Commission on February 20, 2025. Registration No. 333-284616 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ––––––––––––––––––––––––––––––––––––––– AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Douglas S. Ellenoff Stuart Neuhauser Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas, 11 th Floor New York, New York 10105 (212) 370-1300 ––––––––––––––––––––––––––––––––––––––– Fifth Era Acquisition Co ...

As filed with the Securities and Exchange Commission on January 31, 2025. Registration No. 333- | Cayman Islands | 6770 | 36-5108801 | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer | | incorporation or organization) | Classification Code Number) | Identification Number) | PO Box 1093 Boundary Hall Cricket Square, Grand Cayman KY1-1102, Cayman Islands Tel: +1 (345) 814-5726 (Address, including zip code, and telephone number, including area code, of re ...