Please wait
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Fifth Era Acquisition Sponsor I LLC

(Last) (First) (Middle)
C/O FIFTH ERA ACQUISITION CORP I
PO BOX 1093 BOUNDARY HALL CRICKET SQUARE

(Street)
GRAND CAYMAN E9 KY1-1102

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Fifth Era Acquisition Corp I [ FERA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/06/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A ordinary shares 03/03/2025 P 380,000(1) A $10 380,000 D(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Rights to receive Class A ordinary shares (3) 03/03/2025 P 380,000(3) (3) (3) Class A Ordinary Shares 38,000(3) (3) 8,046,667(4) D(3)
1. Name and Address of Reporting Person*
Fifth Era Acquisition Sponsor I LLC

(Last) (First) (Middle)
C/O FIFTH ERA ACQUISITION CORP I
PO BOX 1093 BOUNDARY HALL CRICKET SQUARE

(Street)
GRAND CAYMAN E9 KY1-1102

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Fifth Era Management Sponsor I LLC

(Last) (First) (Middle)
C/O FIFTH ERA ACQUISITION CORP I
PO BOX 1093 BOUNDARY HALL CRICKET SQUARE

(Street)
GRAND CAYMAN E9 KY1-1102

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Le Merle Matthew C

(Last) (First) (Middle)
C/O FIFTH ERA ACQUISITION CORP I
PO BOX 1093 BOUNDARY HALL CRICKET SQUARE

(Street)
GRAND CAYMAN E9 KY1-1102

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
X Officer (give title below) Other (specify below)
Managing Director
1. Name and Address of Reporting Person*
DAVIS ALISON

(Last) (First) (Middle)
C/O FIFTH ERA ACQUISITION CORP I
PO BOX 1093 BOUNDARY HALL CRICKET SQUARE

(Street)
GRAND CAYMAN E9 KY1-1102

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
X Officer (give title below) Other (specify below)
Managing Director
1. Name and Address of Reporting Person*
Mechigian Mitchell

(Last) (First) (Middle)
C/O FIFTH ERA ACQUISITION CORP I
PO BOX 1093 BOUNDARY HALL CRICKET SQUARE

(Street)
GRAND CAYMAN E9 KY1-1102

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
Explanation of Responses:
1. Reflects the 380,000 Class A ordinary shares of Fifth Era Acquisition Corp I (the "Issuer") that are included in the 380,000 private placement units of the Issuer purchased by Fifth Era Acquisition Sponsor I LLC ("Sponsor"). Each private placement unit was purchased for $10 per unit and consists of one Class A ordinary share and one right to receive one-tenth (1/10) of one Class A ordinary share upon consummation of the Issuer's initial business combination.
2. The Sponsor is the record holder of the shares reported herein. Fifth Era Management Sponsor I LLC ("FEMS") is the managing member of the Sponsor. Matthew Le Merle, Alison Davis and Mitchell Mechigian are the managing members of FMS and hold voting and investment discretion with respect to the Class B ordinary shares held of record by the Sponsor. As such, Mr. Le Merle, Ms. Davis and Mr. Mechigian may be deemed to have beneficial ownership of the securities held of record by the Sponsor. Mr. Le Merle, Ms. Davis and Mr. Mechigian disclaim any beneficial ownership except to the extent of their pecuniary interest therein.
3. Represents the 38,000 Class A ordinary shares, which may be acquired by Sponsor upon the conversion of 380,000 rights (included in the Sponsor's private placement units) upon consummation of the registrant's initial business combination. As described in the Registration Statement under the heading "Description of Securities-Share Rights," each right will automatically convert into one-tenth (1/10) of one Class A ordinary share upon consummation of the Issuer's initial business combination, subject to certain adjustments described therein and have no expiration date. No fractional Class A ordinary shares will be issued upon conversion of such rights.
4. Represents (i) the 380,000 rights referred to in footnotes 1 and 3 and (ii) 7,666,667 Class B ordinary shares held by the Sponsor acquired pursuant to a subscription agreement by and between the Issuer and the Sponsor.
/s/ Mitchell Mechigian, Managing Member of Fifth Era Acquisition Sponsor I LLC, Managing Member of Fifth Era Management Sponsor I LLC 03/04/2025
/s/ Matthew Le Merle 03/04/2025
/s/ Alison Davis 03/04/2025
/s/ Mitchell Mechigian 03/04/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.