Fifth Era Acquisition Corp I-A(FERA) - 2025 Q4 - Annual Report

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].