UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~March~~ 3April 16, 2025

Fifth Era Acquisition Corp I

(Exact name of registrant as specified in its charter)

Cayman Islands

001-42539

36-5108801

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

PO Box 1093 Boundary Hall Cricket Square, Grand Cayman KY1-1102, Cayman Islands

Cricket Square, Grand Cayman

Cayman Islands

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: ~~310~~+1 (345) 814-~~545-9265~~5726

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one right	FERAU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	FERA	The Nasdaq Stock Market LLC
Rights, each right entitling the holder to receive one-tenth (1/10) of one Class A ordinary share upon the consummation of the initial business combination	FERAR	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

OnSeparate ~~March~~Trading ~~3, 2025, Fifth Era Acquisition Corp I (the “Company”) consummated its initial public offering (“IPO”)~~ of ~~23,000,000 units (the “Units”), including 3,000,000 Units issued pursuant to the full exercise of the underwriters’ over-allotment option. Each Unit consists of one~~ Class A ~~ordinary share of the Company, par value $0.0001 per share (the “Class A~~ Ordinary Shares~~”),~~ and ~~one right to receive one-tenth (1/10) of one Class A Ordinary~~ Share upon the consummation of the Company’s initial business combination (each, a “Share Right”). The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $230,000,000.Rights

~~Simultaneously~~On April ~~with~~16, 2025, Fifth Era Acquisition Corp I (the ~~closing~~“Company”) announced that, commencing on April 21, 2025, the holders of the ~~IPO,~~units ~~the~~issued ~~Company~~in ~~completed~~its ~~the~~initial ~~private~~public ~~sale~~offering (the “~~Private Placement~~Units”), each Unit consisting of anone ~~aggregate~~Class A ordinary share of ~~600~~the Company,~~000 Units~~ par value $0.0001 per share (the “~~Private~~Class ~~Placement~~A ~~Units~~Ordinary Share”)~~. 380~~,~~000~~ ~~Private~~and ~~Placement~~one ~~Units~~right ~~were sold~~ to ~~Fifth~~receive ~~Era~~one-tenth ~~Acquisition~~(1/10) Iof ~~Sponsor~~one ~~LLC,~~Class A Ordinary Share of the Company upon the consummation of the Company’s ~~sponsor~~initial business combination (the “Share Rights”), may elect to separately trade the Class A Ordinary Shares and ~~220,000~~the ~~Private~~Share ~~Placement~~Rights included in the Units. ~~were~~Any ~~sold~~Units not separated will continue to ~~Cantor~~trade ~~Fitzgerald~~on &the CoNasdaq Global Market under the symbol “FERAU.,” inThe ~~each~~Class ~~case~~A Ordinary Shares and the atShare aRights ~~purchase~~are ~~price~~expected ofto ~~$10.00~~trade ~~per~~on ~~Private~~the ~~Placement~~Nasdaq ~~Unit~~Global Market under the symbols “FERA” and “FERAR,” ~~generating~~respectively. Holders ~~gross~~of ~~proceeds~~Units will need to ~~the~~have their brokers contact Continental Stock Transfer & Trust Company, ofthe $6Company’s transfer agent,~~000,000~~ in order to separate the Units into Class A Ordinary Shares and Share Rights.

AItem ~~total of $230,000,000, or $10~~9.0001. ~~per~~Financial ~~Unit,~~Statements ~~comprised of the net proceeds from the IPO (which amount includes $10,950,000 of the underwriter’s deferred discount)~~ and ~~the proceeds of the sale of the Private Placement Units, was placed in a U~~Exhibits.~~S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee.~~

An(d) audited balance sheet as of March 3, 2025 reflecting the receipt of the proceeds from the IPO and the Private Placement has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.Exhibits

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
99.1		Press Release dated April 16, 2025.

~~(d) Exhibits~~1

Exhibit No.		Description
99.1		Audited Balance Sheet as of March 3, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

1Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SIGNATURE

	FIFTH ERA ACQUISITION CORP I

Date: April 16, 2025	By:	/s/ Mitchell Mechigian
		Name: Mitchell Mechigian
		Title: Chief Executive Officer

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~2

	FIFTH ERA ACQUISITION CORP I
	By:	/s/ Mitchell Mechigian
		Name:	Mitchell Mechigian
		Title:	Chief Executive Officer
Dated: March 7, 2025

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