{"schema_version":"secwatch.filing_event.v1","accession":"0001213900-26-041771","form_type":"8-K","ticker":"FERA","cik":"0002025401","company_name":"Fifth Era Acquisition Corp I","filed_at":"2026-04-09T23:59:59+00:00","discovered_at":"2026-05-14T18:02:33.399074+00:00","generated_at":"2026-05-15T06:50:10.681512+00:00","sec_items":["1.01","7.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.8,"calibrated_materiality_score":0.8,"confidence":"high","headline":"FERA SPAC to merge with strategic metals platform Miotal in $10B transaction","bullets":["Business combination values Miotal at $10B; each Holdco ordinary share priced at $10.00.","Miotal holds ultrafine copper (6N purity), nickel wire, and rare earth metals with estimated total value ~$35B based on market prices; stored in Switzerland.","Combination expected to close in H1 2026, subject to FERA shareholder approval, regulatory conditions, and Nasdaq listing.","Sponsor agrees to vote in favor; will cover excess transaction costs above $15M or reduce share consideration.","Holdco board to consist of 7 directors: CEO, one sponsor designee, five Miotal designees."],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-041771","json":"https://secwatch.observer/filing/0001213900-26-041771.json","markdown":"https://secwatch.observer/filing/0001213900-26-041771.md","text":"https://secwatch.observer/filing/0001213900-26-041771.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/2025401/000121390026041771/0001213900-26-041771-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2025401/000121390026041771/ea0285577-8k425_fifthera1.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-15T06:50:10.681512+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"cbc32ad9d08002ebcbec8c6483c33f6a45dc422f","claim":"Fifth Era Acquisition Corp I entered into Business Combination Agreement with SMT Holdings Limited (effective 2026-04-07).","evidence_excerpt":"As of April 7, 2026, Fifth Era Acquisition Corp I, a Cayman Islands exempted company (“ FERA ”), entered into a Business Combination Agreement (the “ Business Combination Agreement ”), by and among FERA, Miotal SPAC HoldCo, Inc., a Cayman Islands exempted company (“ Holdco ”), PENNY Merger Sub, Inc., a Cayman Islands exempted company (“ Merger Sub ”) and SMT Holdings Limited, an Abu Dhabi Global Market Private Company Limited by Shares (the “ Company ”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/2025401/000121390026041771/0001213900-26-041771-index.htm","confidence":0.9}],"comparable_filings":[{"accession":"0000107140-26-000034","ticker":"WLY","company_name":"JOHN WILEY & SONS, INC.","filed_at":"2026-06-02T12:30:39+00:00","headline":"Wiley acquires Emerald Publishing for $452M; adds ~500 journals, expected accretive in year one","event_type":"m_and_a","sec_items":["1.01","2.01","7.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0000107140-26-000034","json":"https://secwatch.observer/filing/0000107140-26-000034.json","markdown":"https://secwatch.observer/filing/0000107140-26-000034.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/107140/000010714026000034/0000107140-26-000034-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/107140/000010714026000034/jwa-20260601.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"As of April 7, 2026, Fifth Era Acquisition Corp I, a Cayman Islands exempted company (“ FERA ”), entered into a Business Combination Agreement (the “ Business Combination Agreement ”), by and among FERA, Miotal SPAC HoldCo, Inc., a Cayman Islands exempted company (“ Holdco ”), PENNY Merger Sub, Inc., a Cayman Islands exempted company (“ Merger Sub ”) and SMT Holdings Limited, an Abu Dhabi Global Market Private Company Limited by Shares (the “ Company ”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/2025401/000121390026041771/0001213900-26-041771-index.htm","comparable_excerpt":"entered into an Equity Purchase Agreement (the \"Purchase Agreement\") with CIG Emerald Midco LLC, a Delaware limited liability company (the \"Seller\"), and CIG Emerald Holding LLC, a Delaware limited liability company (\"Emerald Holding\"), pursuant to which Buyer acquired from the Seller all of the issued and outstanding equity securities of Emerald Holding (the \"Transaction\") in exchange for GBP £337.5 million (approximately $452 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”), by and among FERA, Miotal SPAC HoldCo, Inc., a Cayman Islands exempted company (“ Holdco ”), PENNY Merger Sub, Inc., a Cayman Islands exempted company (“ Merger Sub ”) and SMT Holdings Limited, an Abu Dhabi Global Market Private Company Limited by Shares (the “ Company ”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/2025401/000121390026041771/0001213900-26-041771-index.htm","comparable_excerpt":"On June 1, 2026, New Enviri entered into a transition services agreement (the “Transition Services Agreement”) with CLEH pursuant to which New Enviri will provide certain services to CLEH on an interim, transitional basis.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/0001193125-26-251752-index.htm"}},{"accession":"0001829126-26-005923","ticker":"TACH","company_name":"Titan Acquisition Corp.","filed_at":"2026-06-01T21:15:47+00:00","headline":"Titan Acquisition Corp enters $800M deal to combine with 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HoldCo, Inc., a Cayman Islands exempted company (“ Holdco ”), PENNY Merger Sub, Inc., a Cayman Islands exempted company (“ Merger Sub ”) and SMT Holdings Limited, an Abu Dhabi Global Market Private Company Limited by Shares (the “ Company ”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/2025401/000121390026041771/0001213900-26-041771-index.htm","comparable_excerpt":"On June 1, 2026, Titan Acquisition Corp, a Cayman Islands exempted company (“Titan”), entered into a Business Combination Agreement (the “Business Combination Agreement”), by and among OpenPayd Global Holdings Limited, a Cayman Islands exempted company (“PubCo”), Titan Acquisition Sponsor Holdco LLC, a Delaware limited liability company (the “Sponsor”), solely in its capacity as the Purchaser Representative, OpenPayd Holdings Limited, a company limited by shares incorporated in England and Wales (“Company”), Ozan Özerk, solely in his capacity as the Company Shareholders Representative, and the shareholders of the Company party thereto (collectively, the “Parties”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2009183/000182912626005923/0001829126-26-005923-index.htm"}},{"accession":"0001193125-26-251442","ticker":"RPAY","company_name":"Repay Holdings Corp","filed_at":"2026-06-01T20:14:04+00:00","headline":"REPAY closes $372M acquisition of KUBRA, funded with new $500M term loan","event_type":"m_and_a","sec_items":["1.01","2.01","1.02","9.01","2.03","7.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 7.01, 9.01","same event type: m_and_a","similar 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HoldCo, Inc., a Cayman Islands exempted company (“ Holdco ”), PENNY Merger Sub, Inc., a Cayman Islands exempted company (“ Merger Sub ”) and SMT Holdings Limited, an Abu Dhabi Global Market Private Company Limited by Shares (the “ Company ”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/2025401/000121390026041771/0001213900-26-041771-index.htm","comparable_excerpt":"On May 7, 2026, Unusual Machines, Inc. (the “Company”), a manufacturer of NDAA-compliant drone components, entered into a $52 million agreement and plan of merger (the “Merger Agreement”), with Upgrade Energy LLC, a newly formed subsidiary of the Company (the “Surviving Company”), DroneNX LLC d/b/a Upgrade Energy (“Upgrade”), and Matthew Barnard as the Member Representative of Upgrade, pursuant to which, the Surviving Company, will acquire all of the property, rights, privileges, licenses, powers and authority of Upgrade in exchange for 1,792,012 shares of Company common stock at $13.9508 per share and $1 million cash at closing with a potential post-closing earn-out payment of up to $26 million in cash, subject to the Surviving Company achieving an annual revenue target of $10 million during a two-year calculation period following the date of the Merger Agreement (with proportional adjustment for the second year).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1956955/000168316826003637/0001683168-26-003637-index.htm"}},{"accession":"0001193125-26-214743","ticker":"CTGO","company_name":"Contango Silver & Gold Inc.","filed_at":"2026-05-08T23:59:59+00:00","headline":"Contango Silver & Gold acquires Lucky Shot for $16.1M; reports high-grade gold intercepts","event_type":"m_and_a","sec_items":["1.01","1.02","2.03","7.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-214743","json":"https://secwatch.observer/filing/0001193125-26-214743.json","markdown":"https://secwatch.observer/filing/0001193125-26-214743.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1502377/000119312526214743/0001193125-26-214743-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1502377/000119312526214743/ctgo-20260504.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"As of April 7, 2026, Fifth Era Acquisition Corp I, a Cayman Islands exempted company (“ FERA ”), entered into a Business Combination Agreement (the “ Business Combination Agreement ”), by and among FERA, Miotal SPAC HoldCo, Inc., a Cayman Islands exempted company (“ Holdco ”), PENNY Merger Sub, Inc., a Cayman Islands exempted company (“ Merger Sub ”) and SMT Holdings Limited, an Abu Dhabi Global Market Private Company Limited by Shares (the “ Company ”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/2025401/000121390026041771/0001213900-26-041771-index.htm","comparable_excerpt":"(“Contango” or the “Company”), entered into a purchase and sale agreement (the “Purchase Agreement”) and executed a promissory note (the “Promissory Note”) with Alaska Hardrock Inc. (“AHI”) to acquire 100% ownership of the Company’s Lucky Shot project, located in the Willow Mining District about 75 miles north of Anchorage, Alaska (“Lucky Shot”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1502377/000119312526214743/0001193125-26-214743-index.htm"}},{"accession":"0001193125-26-252474","ticker":"TVTX","company_name":"Travere Therapeutics, Inc.","filed_at":"2026-06-02T11:05:07+00:00","headline":"Travere licenses Everest's BTK inhibitor with $112.5M upfront, up to $1.03B milestones","event_type":"m_and_a","sec_items":["1.01","9.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-252474","json":"https://secwatch.observer/filing/0001193125-26-252474.json","markdown":"https://secwatch.observer/filing/0001193125-26-252474.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1438533/000119312526252474/0001193125-26-252474-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1438533/000119312526252474/d107618d8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"As of April 7, 2026, Fifth Era Acquisition Corp I, a Cayman Islands exempted company (“ FERA ”), entered into a Business Combination Agreement (the “ Business Combination Agreement ”), by and among FERA, Miotal SPAC HoldCo, Inc., a Cayman Islands exempted company (“ Holdco ”), PENNY Merger Sub, Inc., a Cayman Islands exempted company (“ Merger Sub ”) and SMT Holdings Limited, an Abu Dhabi Global Market Private Company Limited by Shares (the “ Company ”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/2025401/000121390026041771/0001213900-26-041771-index.htm","comparable_excerpt":"On June 1, 2026, Travere Therapeutics, Inc. (the “Company”) entered into a license and collaboration agreement (the “Agreement”) with Everest Medicines (Singapore) Pte. Ltd. (“Everest”), pursuant to which Everest grants an exclusive license to the Company for the development and commercialization of civorebrutinib","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1438533/000119312526252474/0001193125-26-252474-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}