Fifth Era Acquisition Corp I-A 2026年季度报告

FORM 10-Q (Mark One)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2026 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-42539 FIFTH ERA ACQUISITION CORP I(Exact name of registrant as specified in its charter) Not Applicable(Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange 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 submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant 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 smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☒Emerging growth company☒ Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒No☐ As of August 13, 2026, there were 23,600,000 Class A Ordinary Shares, par value $0.0001 per share and 7,666,667 Class B OrdinaryShares, par value $0.0001 per share, of the registrant issued and outstanding. FIFTH ERA ACQUISITION CORP I FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2026 TABLE OF CONTENTS PagePART I – FINANCIAL INFORMATION1Item 1.Financial Statements.1Condensed Balance Sheets as of June 30, 2026 (Unaudited) and December 31, 20251Condensed Statements of Operations for the Three Months Ended June 30, 2026 and 2025 and for the SixMonths Ended June 30, 2026 and 2025 (Unaudited)2Condensed Statements of Changes in Shareholders’ Deficit for the Three Months Ended June 30, 2026 and2025 and for the Six Months Ended June 30, 2026 and 2025 (Unaudited)3Condensed Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025 (Unaudited)4Notes to Condensed Financial Statements (Unaudited)5Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.20Item 3.Quantitative and Qualitative Disclosures About Market Risk.25Item 4.Controls and Procedures.25PART II – OTHER INFORMATION26Item 1.Legal Proceedings.26Item 1A.Risk Factors.26Item 2.Unregistered Sales of Equity Securities and Use of Proceeds.32Item 3.Defaults Upon Senior Securities.32Item 4.Mine Safety Disclosures.32Item 5.Other Information.33Item 6.Exhibits.33SIGNATURES34 Unless otherwise stated in this Report (as defined below), or the context otherwise requires, references to: ●“Administrative Services Agreement” are to the Administrative Services Agreement, dated February 27, 2025, which weentered into with the managing member of our Sponsor (as defined below);●“Amended and Restated Articles” are to our Amended and Restated Memorandum and Articles of Association, as currently ineffect;●“ASC” are to the FASB (as defined below) Accounting Standards Codification;●“Board of Directors” or “Board” are to our board of directors;●“business combination” are to a merger, capital share exchange, asset acquisition, share purchase, reorganization or similarbusiness combination with one or more businesses;●“Cantor” are to Cantor Fitzgerald & Co., the representative of the Underwriters (as defined below);●“Certifying Officers” are to our Chief Executive Officer and Chief Financial Officer, together;●“Class A Ordinary Shares” are to our Class A ordinary shares, par value $0.0001 per share;●“Class B Ordinary Shares” are to our Class B ordinary shares, par value $0.0001 per share;●“Combination Period” are to (i) the 24-month period, from the closing of the Initial Public Offering (as defined below) toMarch 3, 2027 (or such earlier date as determined by the Board) that we have to consummate an initial business combination,or (ii) such other period in which we must consummate an initial business combination pursuant to an amendment to theAmended and Restated Articles and consistent with applicable laws, regulations and stock