Fifth Era Acquisition I, Miotal enter business combination agreement

Fifth Era Acquisition Corp I and SMT Holdings entered into a definitive business combination agreement. Upon closing, the combined company is expected to operate under the name “Miotal” and to be publicly listed on Nasdaq. The companies said, “Miotal is an asset-backed platform controlling a significantly large inventory of sovereign-scale strategic metals, comprising ultrafine copper powder, ultrafine nickel wire and rare earth metals. The materials have undergone independent testing to confirm purity and quality and are held in secure storage in a form suitable for immediate deployment. The Company holds materials of the highest available purity, maintained in ultrafine, controlled forms with very small particle sizes and precise particle size distribution. Materials of this specification are not readily reproducible at scale and are held in a verified, ready-for-delivery condition. Unlike traditional mining or refining companies, Miotal holds fully processed and independently certified inventory, eliminating exposure to extraction, development, and operational risk. The Company believes it is therefore well positioned to selectively monetize its inventory through structured transactions and strategic supply arrangements. Miotal’s portfolio is aligned with critical global supply chains and high-specification end markets, including advanced electronics and semiconductors, aerospace and defense systems, additive manufacturing and precision engineering, energy and electrification infrastructure, and healthcare and advanced medical technologies. Copper, which represents a core part of the Company’s portfolio, has been designated as a critical mineral within U.S. policy frameworks, reflecting its importance to economic resilience and national security. The Company’s copper inventory is held in high-purity, ultrafine powder form, a specification-critical format for advanced industrial and defense applications. The Company believes it is well positioned to provide access to high-purity, specification-sensitive material at a time when supply of such materials may be increasingly constrained due to geopolitical tensions and trade controls. Miotal’s consolidated, independently verified inventory addresses what the Company believes is a structural gap in global supply. Miotal is engaged in discussions with sovereign, industrial and technology counterparties, with activity across Asia, the Middle East and North America. The Company’s strategy is focused on disciplined and selective monetization through structured transactions and long-term supply arrangements, while maintaining control over timing, volume and counterparties.” Under the terms of the Business Combination Agreement, among other things, a wholly-owned subsidiary of Miotal SPAC HoldCo, a newly formed Cayman Islands exempted entity will merge with FERA, with FERA surviving as a wholly-owned subsidiary of New Pubco, and as a result of such merger each issued and outstanding ordinary share of FERA will be converted into the right to receive one ordinary share of New Pubco. In addition, each outstanding share of common stock of Miotal will be exchanged for a number of New Pubco ordinary shares and as a result Miotal will become a wholly-owned subsidiary of New Pubco. The transaction has been unanimously approved by the boards of directors of both FERA and Miotal. Completion of the transaction is subject to customary closing conditions, including, among others, the approval of FERA’s shareholders, the effectiveness of a registration statement to be filed with the U.S. Securities and Exchange Commission, applicable regulatory approvals, and other customary closing conditions.