Nasdaq-listed special purpose acquisition company Fifth Era Acquisition Corporation (FERA) will soon merge with Abu Dhabi-based Miotal, which is a high-purity strategic metals supplier owned by SMT Holdings.

Miotal controls a substantial inventory of strategic metals such as ultrafine copper powder, ultrafine nickel wire and rare earth metals which are all not readily reproducible at scale and are held in a verified, ready-for-delivery condition.

Unlike traditional mining or refining companies, Miotal holds fully processed and independently certified inventory, which eliminates exposure to extraction, development and operational risk. The company believes it is, therefore, well positioned to selectively monetise its inventory through structured transactions and strategic supply arrangements.

The combined company will operate under the name “Miotal” and will be publicly listed on Nasdaq.

FERA chairperson Matthew le Merle explains that Miotal represents a differentiated opportunity to invest in a large-scale, asset-backed platform focused on high-purity strategic materials.

“With a substantial, verified inventory and no exposure to mining or production risk, the company is at the forefront of critical global supply chains and growing demand for secure, high-performance materials.

“We believe this transaction provides public market investors with exposure to a distinct and underrepresented asset class, combining physical scarcity and technical specification,” he states.

Le Merle adds that the combined entity’s listing on Nasdaq establishes the framework, transparency and governance standards required to support the continued development of the platform, and he looks forward to working with the team as they scale and realise its value.

Miotal metals head Bob Stall says the transaction further strengthens Miotal’s ability to engage directly with institutional and sovereign counterparties across defence, advanced technology and industrial markets.

“Materials of this purity and in this ultrafine, controlled form are no longer widely available at scale in today’s market. What Miotal has assembled is a consolidated inventory of ultrahigh-purity material, already refined and held in forms suitable for immediate deployment.

“These materials are increasingly critical to advanced defence systems, aerospace technologies and next-generation electronics, where performance is directly dependent on purity, consistency and physical characteristics. Equally important is continuity of supply, which is becoming a defining requirement for both sovereign and industrial buyers,” Stall states.

The business combination agreement has been structured as such as a wholly-owned subsidiary of Miotal – a newly formed Cayman Islands exempted entity – will merge with FERA, with FERA being a wholly-owned subsidiary of New Pubco.

Each issued and outstanding ordinary share of FERA will be converted into the right to receive one ordinary share of New Pubco. Additionally, each outstanding share of common stock of Miotal will be exchanged for a number of New Pubco ordinary shares and, as a result, Miotol will become a wholly-owned subsidiary of New Pubco.

Seward & Kissel represented FERA in the transaction, led by partner Keith Billotti, and supported by partner Walter Van Dorn and associate Madison Pesce.