Fifth Era Acquisition Corp I filed an 8-K under Item 1.01 reporting entry, as of April 7, 2026, into a Business Combination Agreement with Miotal SPAC HoldCo, Inc., PENNY Merger Sub, Inc., and SMT Holdings Limited (Abu Dhabi Global Market). Boards of FERA and the Company approved the deal. Exhibit 2.1 is the BCA; related support, lock-up, registration-rights, and share-exchange forms are filed as exhibits. A press release dated April 8, 2026 is furnished as Exhibit 99.1 under Item 7.01. Structure is a Holdco combination: Merger Sub merges into FERA, with FERA surviving as a wholly owned subsidiary of Holdco. Each FERA Class A ordinary share (after the Exercise) and each FERA Class B ordinary share converts into the right to receive one Holdco ordinary share. Company shares outstanding immediately prior to the merger effective time are exchanged for a number of Holdco ordinary shares equal to $10 billion, with each Holdco share valued at $10.00, subject to certain adjustments. All Company shareholders delivered a share exchange agreement concurrently. The Company is described as a strategic metals platform. The filing states its stockpile—ultrafine copper powder (6N), ultrafine nickel wire, and lesser amounts of other rare earth metals—is estimated at approximately $35 billion on prevailing prices, with an explicit caveat that actual value may vary substantially at sale. Holdco’s board is set at seven: Holdco CEO, one Sponsor designee (Fifth Era Acquisition Sponsor I LLC), and five Company designees. Close-path (Pulse): FERA expects close in the first half of 2026, subject to FERA and Company shareholder approvals, regulatory requirements, and customary conditions. Conditions called out include no legal restraint, effectiveness of an S-4 or F-4 registering Holdco shares, FERA shareholder approval, Nasdaq approval of the listing application, no continuing uncured Company Material Adverse Effect, and the Company having consummated the Min Stockpile Sales. Mutual termination for any reason is available; other termination rights are as set in the BCA, with post-termination liability generally limited to willful breach or fraud. Sponsor Support Agreement commits the Sponsor to appear and vote for the transaction proposals, to honor the February 27, 2025 letter agreement, and, if FERA PENNY Transaction Costs exceed $15,000,000 at closing, to cover the excess in cash or via reduction of Sponsor Holdco shares at $10.00 per share. Lock-ups and registration rights are teed up at closing. S-4/F-4 and proxy materials are not yet filed—only intended. Cash (V): The 8-K does not state trust size, redemption election mechanics or deadlines, a minimum-cash closing condition, PIPE/backstop amounts, or net cash to the combined company after redemptions and transaction costs. Rights remain as registered: each right entitles the holder to one-tenth (1/10) of one Class A ordinary share upon consummation of the initial business combination, so equity outcome still hinges on close versus redeem-for-cash if the deal fails or is delayed past the SPAC’s life. What the filing does not say: economics of Min Stockpile Sales, adjustment formulas to the $10 billion exchange, full termination triggers and drop-dead date, sponsor promote/vesting beyond the cost-cap mechanic, dilution waterfall, and any quantified redemption sensitivity. Representations are contractual and schedule-qualified; investors are directed not to treat them as factual characterizations.

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