Fifth Era Acquisition Corp I Enters into Business Combination Agreement with SMT Holdings Limited

Fifth Era Acquisition Corp I ("FERA") has entered into a Business Combination Agreement with SMT Holdings Limited ("Company"), Miotal SPAC HoldCo, Inc. ("Holdco"), and PENNY Merger Sub, Inc. ("Merger Sub"). The agreement outlines a business combination where Merger Sub will merge with FERA, making FERA a subsidiary of Holdco. Subsequently, Company shares will be exchanged for Holdco ordinary shares, valuing the Company at $10 billion. The Company operates as a strategic metals platform, possessing a significant inventory of high-purity strategic metals valued at approximately $35 billion. The transaction is expected to close in the first half of 2026, subject to shareholder approvals and regulatory requirements. The agreement includes customary representations, warranties, and covenants, and details the conditions for closing, termination, and post-closing board composition. Ancillary agreements such as the Sponsor Support Agreement, Registration Rights Agreement, Lock-Up Agreement, and Share Exchange Agreement have also been executed.