FERA 10-K & 10-Q changes, risk factors and insider trading

As a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. For risks relating to our operations, see the section titled “Risk Factors” contained in our (i) IPO Registration Statement, (ii) Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2025, June 30, 2025 and September 30, 2025, and March 31, 2026 as filed with the SEC on May 9, 2025, August 12, 2025, AugustNovember 12, 2025 and November 12,May 2025,15, 2026, respectively and (iii) Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on March 31, 2026. As of the date of this Report, there have been no material changes with respect to those risk factors. Any of these previously disclosed risk factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risks not presently known to us or that we currently deem immaterial may also affect our ability to consummate an initial business combination. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

Unlike some other blank check check companies in which the initial shareholders agree to vote their Founder Shares in accordance with the majority of the votes cast by the Public Shareholders in connection with an initial business combination, the Sponsor, pursuant to the Sponsor Support Agreement, has agreed, among other things, to pay specified FERA Transaction Costs and vote in favor of the Miotal Business Combination and the transactions contemplated thereby (including the Merger) and to pay specified FERA Transaction Costs (as defined in the Miotal Business Combination Agreement).

Neither boardour Board of directorsDirectors nor any of its committees is required to obtain an opinion from an independent investment banking or accounting firm that the price that we are paying for Miotal is fair to our shareholders from a financial point of view. Neither our boardBoard of directorsDirectors nor any of its committees obtained a third party valuation in connection with the Miotal Business Combination. The Company Board and managementManagement concluded that the Miotal Miotal Business Combination was in the best interest of our shareholders and that the valuation was appropriate based on qualitative factors and quantitative factors that were determined appropriate by our boardBoard of directorsDirectors and management. Accordingly, investors will be relying solely on the judgment of our boardBoard of directorsDirectors and managementManagement in valuing Miotal, and our boardBoard of directorsDirectors and managementManagement may not have have properly valued Miotal’s business or valued Miotal differently than either a third-party valuation firm or any particular investor. investor. The lack of a third-party valuation may also lead an increased number of shareholders to demand redemption of their shares, which could potentially impact our ability to consummate the Miotal Business Combination or reduce the public float and therefore liquidity of the public trading market.

Our Initial Shareholders, including our Sponsor and our directors and executive officers, have interests that may conflict with the interests of our shareholders,Public Shareholders, and accordingly, accordingly, a conflict of interest may have existed in determining whether the Miotal Business Combination is appropriate as our initial business business combination.

The personal and financial interests of our Sponsor and our directors and officers may have influenced their motivation in identifying and selecting Miotal as a business combination target and completing an initial business combination with Miotal. In addition, the personal and financial interests of our Sponsor and our directors and officers may have created a conflict of interest as they negotiated the terms, conditions and timing of the Miotal Business Combination and determined whether they were appropriate and in the best interest of our shareholders. Our shareholdersPublic Shareholders should consider these interests as they evaluate the recommendations of our boardBoard of directorsDirectors to vote for the proposals.

If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per share redemption amount received by shareholdersPublic Shareholders may be less than than $10.00 per share (which was the offering price in the IPO).

There is no guarantee that a shareholder’sPublic Shareholder’s decision whether to redeem its shares for a pro rata portion of the Trust Account will put the shareholderPublic Shareholder in a better future economic economic position.

We can give no assurance as as to the price at which a shareholder may be able to sell its Holdco Ordinary Shares in the future following the completion of the Miotal Business Combination or any alternative business combination. Certain events following the consummation of any initial business combination, including the Miotal Business Combination, may cause an increase in Holdco’s share price, and may result in a lower value realized now than a shareholder of Holdco might realize in the future had the shareholderPublic Shareholder not redeemed its shares. Similarly, if a shareholderPublic Shareholder does not redeem its shares, the shareholderPublic Shareholder will bear the risk of ownership of the Holdco Ordinary Shares after the consummation of the Miotal Business Combination, and there can be no assurance that a shareholder can sell its shares in the future for a greater amount than the redemption price. A shareholder should consult its own financial advisor for assistance on how this may affect his, her or its individual situation.

On March 3, 2025, we consummated our IPO of 23,000,000 Public Units, including the full exercise of the Over-Allotment Option of 3,000,000 Option Units. Each Public Unit consists of one Public Share and one Public Right (right to receive one-tenth of one Class A Ordinary Share upon the consummation of our initial business combination). We sold the Public Units for $10.00 each ,each, generating gross proceeds of $230,000,000.

We may seek to extend the Combination Period consistent consistent with applicable laws, regulations and stock exchange rules by amending our Amended and Restated Articles. Any such amendment would require the approval of our Public Shareholders, who will be provided the opportunity to redeem all or a portion of their Public Shares in connection with the vote on such approval. Such redemptions will decrease the amount held in our Trust Account and our capitalization, capitalization and may affect our ability to maintain our listing on Nasdaq. In addition, the Nasdaq rules currently require SPACs (such as us) to complete their initial business combination within 36 months of the effectiveness of our IPO registration statement. If we do not meet this requirement, our our securities will likely be subject to a suspension of trading and delisting from Nasdaq. Our Sponsor may also, in its discretion, consider consider selling its interest in us to another sponsor entity, which may result in a change to our management.

We have neither engaged in any operations nor generated any revenues to date. Our only activities since May 22, 2024 (inception) through MarchJune 31,30, 2026, have been (i) organizational activities and (ii) activities relating to the IPO and identifying and evaluating prospective acquisition candidates and activities in connection with the initial business combination. We will not generate any operating revenues until after completion of our initial business combination. We have generated non-operating income in the form of interest income on investments held in the Trust Account after the IPO. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance, among other things).

For the three months ended MarchJune 31,30, 2026, we had a net income of $1,291,701,$1,315,866, which consists of interest income on marketable securities held in the Trust Account of $2,091,443,$2,123,867, partially offset by operating costs of $799,742.$808,001.

For the three months ended MarchJune 31,30, 2025, we had a net income of $621,591,$895,779, which consists of interest income on marketable securities held in the Trust Account of $740,877,$2,405,626, partially offset by operating costs of $119,286.$1,509,847.

For the threesix months ended MarchJune 31,30, 2026, cash used in operating activities was $173,174.$385,572. Net income of $1,291,701$2,607,567 was affected by interest earned on marketable securities held in the the Trust Account of $2,091,443.$4,215,310. Changes in operating assets and liabilities provided $626,568$1,222,171 of cash for operating activities.

For the threesix months ended MarchJune 31,30, 2025, cash used in operating activities was $415,611.$582,899. Net income of $612,964$1,517,370 was affected by interest earned on marketable securities held in the the Trust Account of $740,877$3,146,503 and payment of operation costs through promissory note of $3,394. Changes in operating assets and liabilities usedprovided $291,092$1,042,840 of cash for operating activities.

As of MarchJune 31,30, 2026, we had marketable securities held in the Trust Account of $239,946,351$242,070,218 (including $9,946,351$12,070,218 of interest income). We may withdraw interest from the Trust Account Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest interest earned on the Trust Account (which intertest shall be net of taxes payable and exclude the deferred underwriting fees), to complete our our business combination. To the extent that we use our share capital or debt, in whole or in part, as consideration to complete our business combination, we will use the remaining proceeds held in the Trust Account as working capital to finance the operations of the target business business or businesses, make other acquisitions and pursue our growth strategies.

As of MarchJune 31,30, 2026, we had cash of $370,084$157,686 and a working capital deficit of $3,184,206.$3,992,207. We use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants, or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination.

We satisfied our liquidity needs through MarchJune 31,30, 2026, through (i) a contribution of $25,000 from the Sponsor in exchange for the issuance of our Founder Shares, (ii) a loan pursuant to the IPO Promissory Note and (iii) the net proceeds from the consummation of the Private Placement not held in the Trust Account.

Commencing on February 27, 2025, and until the completion of our business combination or liquidation, we reimburse the managing member of our Sponsor $15,000 per month for office space, utilities, and secretarial and administrative support pursuant to the Administrative Services Agreement. For the three and six months ended March 31,June 30, 2026, we incurred $45,000 and $90,000, respectively, in fees for these services pursuant to the Administrative Services Agreement, of which we included $30,000 in accrued expenses in the condensed balance sheets of the unaudited condensed financial statements included in this report under Item 1. “Financial Statements”, and we used none of this amount for compensation to Mr. Mechigian. For the three and six months ended March 31,June 30, 2025, we incurred $16,071$45,000 and $61,071, respectively, in fees for these services pursuant to the Administrative Services Agreement, of which wesuch amount is included in accrued expenses in the accompanying condensed balance sheets.sheets of the financial statements included in this Report under Item 1. “Financial Statements”.