| 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 |
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| 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*
(Street)
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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)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/15/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Class B ordinary shares(1) | (1) | 09/04/2025 | S | 922,313(2) | (1) | (1) | Class A Ordinary Shares | 922,313(2) | (2) | 6,744,354(3)(4) | D(4) | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. As described in the registration statement on Form S-1 (File No. 333-284793) of Fifth Era Acquisition Corp I (the "Issuer") under the heading "Description of Securities--Founder Shares," the Class B ordinary shares, par value $0.0001 per share, of the Issuer ("Class B Ordinary Shares") will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the Issuer ("Class A Ordinary Shares") at the time of the Issuer's initial business combination, or at any time prior to the Issuer's initial business combination, at the option of the holder, on a one-for-one basis, subject to certain adjustments. The Class B ordinary shares have no expiration date. |
| 2. Represents 922,313 Class B Ordinary Shares transferred by Fifth Era Acquisition Sponsor I LLC (the "Sponsor") to Mitchell Mechigian. |
| 3. Excludes the 922,313 Class B Ordinary Shares held by Mr. Mechigian in his individual capacity, as reported under item 2 above. |
| 4. 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 FEMS 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. |
| /s/ Mitchell Mechigian, Managing Member of Fifth Era Acquisition Sponsor I LLC | 09/16/2025 | |
| /s/ Mitchell Mechigian, Managing Member of Fifth Era Management Sponsor I LLC | 09/16/2025 | |
| /s/ Matthew Le Merle | 09/16/2025 | |
| /s/ Alison Davis | 09/16/2025 | |
| /s/ Mitchell Mechigian | 09/16/2025 | |
| ** 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. | ||