SecProbe.io

October 28, 2024
Mitchell Mechigian
Chief Executive Officer
Fifth Era Acquisition Corp I
PO Box 1093 Boundary Hall
Cricket Square, Grand Cayman
KY1-1102, Cayman Islands
Re:Fifth Era Acquisition Corp I
Amendment No. 2 to Draft Registration Statement on Form S-1
Submitted September 23, 2024
CIK No. 0002025401
Dear Mitchell Mechigian:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our September 19, 2024 letter.
Amended Draft Registration Statement Submitted September 23, 2024
Risk Factors
Risks Relating to our Search for, and Consummation of or Inability to Consummate, a
Business Combination, page 51
We note your disclosure on pages 15 and 124 that in order to facilitate our initial
business combination or for any other reason determined by your sponsor in its sole
discretion, your sponsor may surrender or forfeit, transfer or exchange your founder
shares, private placement warrants or any of your other securities, including for no
consideration, as well as subject any such securities to earn-outs or other restrictions, 1.

October 28, 2024
Page 2
or otherwise amend the terms of any such securities or enter into any other
arrangements with respect to any such securities. Please add risk factor disclosure
about risks that may arise from the sponsor having the ability to remove itself as your
sponsor before identifying a business combination, including through the
unconditional ability to transfer the founder shares or otherwise.
2.We note your response to prior comment 14, however the disclosure on pages 36,
50, 55, and 131 of your prospectus still indicates that the initial shareholders,
directors, officers, or their affiliates may elect to purchase public shares or warrants
which may "influence a vote" on a proposed business combination. Please revise this
disclosure to explain how these purchases may influence a vote if you intend that the
initial shareholders, directors, etc. will represent that they will not vote in favor of
approving a business combination.
Use of Proceeds, page 100
3.The proceeds after offering expenses under the over-allotment option exercised
column of $231,400,000 does not properly foot. Please revise or advise.
Dilution, page 104
4.Please revise the over-allotment liability amount under the 50%, 75% and maximum
redemption columns to $340,209 and elsewhere, including the Capitalization table.
Management
Executive Officer and Director Compensation, page 150
5.We note your response to prior comment 20. Regulation S-K Item 402(a)(2) requires
disclosure of compensation awarded to, earned by, or paid to Mr. Mechigian,
"including transactions between the registrant and a third party where a purpose of the
transaction is to furnish compensation to any such named executive officer or
director." Please revise to disclose the compensation that may be paid to Mr.
Mechigian, and describe the policies and material details regarding his compensation.
            Please contact Kellie Kim at 202-551-3129 or Shannon Menjivar at 202-551-3856 if
you have questions regarding comments on the financial statements and related
matters. Please contact Catherine De Lorenzo at 202-551-3772 or Mary Beth Breslin at 202-
551-3625 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Stuart Neuhauser, Esq.