Announcement • Apr 10
SMT Holdings Limited entered into a definitive business combination agreement to acquire SMT Holdings Limited (NasdaqGM:FERA) for $10 billion. SMT Holdings Limited entered into a definitive business combination agreement to acquire Fifth Era Acquisition Corp I (NasdaqGM:FERA) for $10 billion on April 7, 2026. Upon the terms and subject to the satisfaction or waiver (to the extent legally permissible) of the conditions of this Agreement and the Share Exchange Agreements, in full payment for the Purchased Shares, Holdco shall issue and deliver to the Shareholders an aggregate number of Holdco Ordinary Shares with an aggregate value equal to $10 billion, with each Holdco Ordinary Share valued at $10.00 per share (as equitably adjusted for share splits, share dividends, combinations, recapitalizations and the like after the Closing). Upon closing, the combined company is expected to operate under the name “Miotal” and to be publicly listed on Nasdaq. Under the terms of the Business Combination Agreement, among other things, a wholly-owned subsidiary of Miotal SPAC HoldCo, Inc., 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 is subject to approval of target board and acquirer board. 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. FERA expects the Business Combination to close in the first half of 2026.
Cantor Fitzgerald, L.P. acted as capital markets advisor and financial advisor for Fifth Era Acquisition Corp I. Seward & Kissel LLP acted as legal advisor for Fifth Era Acquisition Corp I. Morrison & Foerster LLP acted as legal advisor for SMT Holdings Limited. 
