Fifth Era Acquisition Corp I

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31,2025

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No.:001-42539

FIFTH ERA ACQUISITION CORP. I

**(**Exact name of registrant as specified in its charter)

**PO Box #1093, Boundary Hall **

**Cricket Square, Grand Cayman **

**KY1-1102, Cayman Islands **

(Address of Principal Executive Offices)

(310) 545-9265

(Registrant’s telephone number, including area code)

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

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

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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.☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by an of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☒ No ☐

As of June 30, 2025 (the last business day of the Registrant’s most recently completed second fiscal quarter), the aggregate market value of the Registrant’s Class A Ordinary Shares outstanding, other than shares held by persons who may be deemed affiliates of the Registrant, was approximately $235,683,000.

As of March 31, 2026,23,600,000 Class A Ordinary Shares, par value $0.0001 per share, and 7,666,667 Class B Ordinary Shares, par value $0.0001 per share, were issued and outstanding, respectively.

FIFTH ERA ACQUISITION CORP. I

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2025

TABLE OF CONTENTS

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY

Certain statements contained in this Annual Report, which reflect our current views with respect to future events and financial performance, and any other statements of a future or forward-looking nature, constitute “forward-looking statements” for the purposes of federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Annual Report may include, for example, statements about:

The forward-looking statements contained in this annual report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors”. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

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Below is a summary of the principal factors that make an investment in Fifth Era Acquisition Corp. I speculative or risky. This summary does not address all of the risks that we face. Additional discussion of the risks summarized in this risk factor summary, and other risks that we face, can be found in the section below titled “Risk Factors.”. An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described in this summary together with the other information contained in this Report. The occurrence of one or more of the events or circumstances described below and in the “Risk Factors” section, alone or in combination with other events or circumstances, may materially adversely affect our business, financial condition and operating results. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.

Risks Relating to our Initial Business Combination and Operations

In order to carry out our initial business combination we may not seek shareholder approval and the rights of our shareholders may be limited in terms of their ability to exercise redemptions rights. Our ability to complete our initial business combination is subject to regulatory, political, economic, financial, statutory, conflicts of interest, and other risks, and we may be unable to complete our initial business combination within our deadline. The funds available for distribution in our trust account may become. Details of specific risks relating to our initial business combination and our operations are described below.

Risks Relating to the Post-Business Combination Company

Subsequent to our initial business combination we may face risks such as those related to our management team and changes in taxation due to the new structure or due to our management’s inability to maintain control of a target business. Details of specific risks relating to our post-business combination are described below.

Risks Relating to Acquiring and Operating a Business in Foreign Countries

Effecting our initial business combination with a company outside of the United States would subject us to a number of risks, including, among others, risks associated with reincorporating in another jurisdiction, risks of additional tax exposure, changing laws and regulations regarding regulatory matters, corporate governance, and public disclosure, and exchange and currency rate fluctuations. Details of specific risks relating to our acquiring and operating a business in foreign countries are described below.

Risks Relating to our Management Team

We depend upon the time and expertise of our key personnel to effectuate our initial business combination, and the loss of time or any loss in our key personnel could negatively impact our operations and the profitability of our post-combination business. Our officers and directors presently have, and any of them in the future may have additional obligations with other companies or a target business or other pecuniary interests that may create conflicts of interest. Details of specific risks relating to our management team are described below.

Risks Relating to our Securities

Our ordinary shares are subject to a significant number of external and internal risks. The market price of our ordinary shares is unpredictable and may be volatile and Nasdaq may delist our securities from trading. Because we are a incorporated in the Cayman Islands, our shareholders may not have the same rights as shareholders in a U.S. corporation may have. In addition, our shareholders may not be able to bring suit against us or enforce a judgement obtained in the U.S. against us since our offices and the majority of our assets are located outside of the U.S. Provisions of our organizing documents may inhibit a corporate takeover. Details of specific risks relating to our securities are described below.

General Risk Factors

We are exposed to a number of external and internal risks, including regulatory, statutory, operational, taxation, technical, environmental, and political risks, developments and regulations that may impact and/or disrupt our business. We are a blank check company with no operating history and no revenues. We are also both an emerging growth company and smaller reporting company, and thus we are exempted from certain disclosure requirements. Details of general risks to us are described in more detail below under “Risk Factors.”

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