September 19, 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. 1 to Draft Registration Statement on Form S-1
           Submitted July 26, 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
July 15, 2024 letter.

Amendment No. 1 to Draft Registration Statement on Form S-1
Cover Page

1.     Please revise to state the amount of compensation received or to be
received by, and the
       amount of securities issued or to be issued to, the sponsor, its
affiliates, and promoters. In
       this regard, we note your disclosure in the summary and on page 117
regarding repayment
       of loans, fees for services, office space and administrative services,
working capital loans,
       fees for advisory services, and compensation that may be paid to Mr.
Mechigian. Please
       also revise to discuss whether the compensation to be paid and
securities issued to the
       sponsor, its affiliates, and promoters may result in a material dilution
of the purchasers'
       equity interests. Provide a highlighted cross-reference to all locations
of the related
 September 19, 2024
Page 2

       disclosures in the prospectus. See Regulation S-K, Item 1602(a)(3).
Lastly, please also
       include on the cover page the total percent interest that the Class B
shares and private
       placement warrants will represent after the completion of the offering.
2.     We note your disclosure on page 83 that the non-managing sponsor
investors have
       expressed an interest in purchasing substantially all of the units in
this offering. Please
       revise here and elsewhere where applicable to disclose the maximum
aggregate
       percentage of the offering that could be purchased from these investors.
In addition,
       clarify whether the purchase of units in the offering is conditioned
upon their potential
       indirect purchase of private placement warrants and founder shares. In
this regard, we
       note your statement on page 22 that the non-managing sponsor investors
will potentially
       have different interests than the public shareholders because of their
indirect ownership of
       founder shares. Finally, please file any agreements or form of
agreements with the non-
       managing sponsor investors as exhibits or advise us why they are not
material.
3.     We note disclosure in the ninth and eighteenth paragraphs regarding
potential conflicts of
       interest. Please clearly state that there may be actual or potential
material conflicts of
       interest between the sponsor, its affiliates, or promoters as one group,
and purchasers in
       the offering as another group. See Item 1602(a)(5) of Regulation S-K.
4.     Please revise your cross-references to the dilution and conflicts of
interest disclosures to
       provide a cross-reference to all the locations of related disclosures in
the prospectus. See
       Items 1602(a)(4) and (5) of Regulation S-K.
Summary
Our Sponsor, page 2

5.     Please revise to balance your discussion of the SPAC experience of your
management
       team by briefly describing the material terms of the pending business
combination
       transaction between Blockchain Coinvestors Acquisition Corp I and
Linqto, Inc. and any
       related financing transaction(s). In addition, expand your discussion to
explain that in
       recent years, a number of target businesses have underperformed
financially post-business
       combination, as you further discuss on page 62.
Business Combination Criteria, page 6

6.     We note your response to prior comment 1. Please revise your disclosure
beginning on
       page 6 to discuss how the terms of additional financings may impact
investors. In this
       regard, we note your disclosures that you intend to effectuate your
initial business
       combination using cash from, among other sources, the proceeds of the
sale of your shares
       pursuant to forward purchase agreements or backstop agreements, that you
may raise
       funds through the issuance of equity-linked securities, and that you
intend to target an
       initial business combination with an enterprise value between $1.0 and
$3.0 billion. Refer
       to Regulation S-K Item 1602(b)(5).
Sponsor Information, page 9

7.     Please expand the table on page 10 to include the anti-dilution
adjustment of the
       founder shares and the nature and amount of compensation received or to
be received by
       Mr. Mechigian. Please also revise the table to reference the payment of
consulting,
       success or finder fees to your advisors and any salaries or fees to be
paid to the sponsor
 September 19, 2024
Page 3

       and/or its affiliates for their services in particular transactions in
connection with the
       initial business combination. See Regulation S-K Item 1602(b)(6).
8.     In the disclosure appearing outside the table on page 10 where you
discuss the dilutive
       impact of the founder shares and the anti-dilution provisions in the
founder shares, please
       expand to discuss the extent to which the other items of compensation
and any securities
       issuances referenced in the table may result in a material dilution of
the purchasers' equity
       interests. See Item 1602(b)(6) of Regulation S-K.
9.     Please revise the tables beginning on page 11 and 118 to disclose the
lock-up agreement
       with the underwriter. See Item 1603(a)(9) of Regulation S-K.
Ability to extend time to complete business combination, page 28

10.    Please expand to disclose whether there are any limitations on
extensions of time to
       complete an initial business combination, including the number of times
you may seek to
       extend.
Conflicts of Interest, page 41

11.    Please revise your disclosure in this section to clearly state the
conflicts with purchasers in
       the offering. See Item 1602(b)(7) of Regulation S-K.
12.    Please provide the basis for your statements on pages 41, 42 and
elsewhere that you do
       not believe the fiduciary duties or contractual obligations of your
sponsor, officers, or
       directors, or their conflicts of interest, will materially affect your
ability to complete an
       initial business combination.
Summary of Risk Factors, page 46

13.    Please revise your second risk factor to indicate that if the
non-managing sponsor
       investors purchase the full amount of the units for which they have
expressed an interest,
       you may not need any public shares sold in this offering to be voted in
favor of the
       business combination, as you state on page 83.
Risk Factors
Risks Relating to our Search for, and Consummation of or Inability to
Consummate, a Business
Combination..., page 48

14.    We note your response to prior comment 3. However, your registration
statement still
       indicates that your sponsor, initial shareholders, directors, officers
and their affiliates may
       elect to purchase shares or public warrants from public shareholders,
which may influence
       a vote on a proposed business combination. It is unclear how such
purchases would
       comply with the requirements of Rule 14e-5 under the Exchange Act. Refer
to Tender
       Offer Rules and Schedules Compliance and Disclosure Interpretation
166.01 for
       guidance.
We may not be able to complete an initial business combination... , page 71

15.    With a view toward disclosure, please tell us whether your sponsor is,
is controlled
       by, has any members who are, or has substantial ties with, a non-U.S.
person. If so, revise
       to address how this fact could impact your ability to complete your
initial business
       combination.
 September 19, 2024
Page 4

The non-managing sponsor investors have expressed an interest to purchase
substantially all of
the units in this offering..., page 83

16.    Please expand your disclosure to clarify the basis for your statement
that you do not
       expect any purchase of units by the non-managing sponsor investors to
negatively impact
       your ability to meet Nasdaq listing eligibility requirements.
Dilution, page 101

17.    We note that one assumption used to calculate the dilution table is that
no ordinary shares
       and convertible equity or debt securities are issued in connection with
additional financing
       in sought to facilitate an initial business combination. Please expand
your disclosure to
       highlight that you may need to do so as you intend to seek an initial
business combination
       with a target company with an enterprise value significantly greater
than the net proceeds
       of the offering and the sale of private placement warrants, as stated on
page 6 of your
       prospectus.
Sponsor Information, page 117

18.    In your compensation table, please revise to include the anti-dilution
adjustment of the
       founder shares, the payment of consulting, success or finder fees to
your advisors, and any
       salaries or fees to be paid to the sponsor and/or its affiliates for
their services in particular
       transactions in connection with the initial business combination. See
Item 1603(a)(6) of
       Regulation S-K.
19.    We note that the non-managing sponsor investors will hold membership
interests in the
       sponsor. Please disclose the persons or affiliated groups who may have
direct or indirect
       material interests in the sponsor, as well as the nature and amount of
their interests. See
       Item 1603(a)(7) of Regulation S-K.
Executive Officer and Director Compensation, page 144

20.    We note your principal executive officer may receive compensation.
Revise to provide all
       information required by Item 402 of Regulation S-K, including a
description of the
       material terms of any plan or arrangement, whether written or unwritten,
pursuant to
       which Mr. Mechigian may be compensated. Also file the plan (or if not
set forth in any
       formal document, a written description thereof) as an exhibit pursuant
to Regulation S-K
       Item 601(b)(10)(iii)(A).
       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
 September 19, 2024
Page 5
cc:   Stuart Neuhauser, Esq.