Subversive Bitcoin Acquisition Corp. Sample Contracts
Subversive Bitcoin Acquisition Corp. New York, NY 10013Securities Subscription Agreement • September 8th, 2025 • Subversive Bitcoin Acquisition Corp. • Blank checks • New York
Subversive Bitcoin Acquisition Corp., a Cayman Islands exempted company limited by shares (the “Company,” “we” or “us”), is pleased to accept the offer made by Subversive Bitcoin Sponsor LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 2,500,000 of the Company’s Class B ordinary shares (the “Shares”), $0.0001 par value per share (the “Class B Ordinary Shares”), up to 375,000 of which are subject to complete or partial forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one Class A ordinary share of the Company and one half of one redeemable warrant to purchase one Class A ordinary share of the Company (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). For the purposes of this Agreement, references to “Ordinary Shares” are to, collectively, the Class B Ordinary Shares and the Company’s Cla
INDEMNITY AGREEMENTIndemnity Agreement • February 6th, 2026 • Subversive Bitcoin Acquisition Corp. • Blank checks • New York
This INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2025, by and between Subversive Bitcoin Acquisition Corp., a Cayman Islands exempted company (the “Company”), and _______________ (“Indemnitee”).
FORM OF WARRANT AGREEMENTWarrant Agreement • November 13th, 2025 • Subversive Bitcoin Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2025, is by and between Subversive Bitcoin Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Lucky Lucko, Inc. d/b/a Efficiency, a Delaware corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 8th, 2026 • Subversive Bitcoin Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and among Subversive Bitcoin Acquisition Corp. (the “Company”), Subversive Bitcoin Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 6th, 2026 • Subversive Bitcoin Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and among Subversive Bitcoin Acquisition Corp. (the “Company”), Subversive Bitcoin Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
Private Placement Units Purchase AgreementPrivate Placement Units Purchase Agreement • February 6th, 2026 • Subversive Bitcoin Acquisition Corp. • Blank checks
AMENDMENT NO. 1 TO PROMISSORY NOTE DATED JULY 28, 2025Promissory Note • February 6th, 2026 • Subversive Bitcoin Acquisition Corp. • Blank checks
THIS AMENDMENT NO. 1 TO PROMISSORY NOTE DATED JULY 28, 2025 (“Amendment No. 1”) is entered into by and between Subversive Bitcoin Acquisition Corp., a Cayman Islands exempted company and blank check company (the “Maker”) and Subversive Bitcoin Sponsor LLC (the “Payee”) as of February 3, 2026.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 8th, 2026 • Subversive Bitcoin Acquisition Corp. • Blank checks
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 6th, 2026 • Subversive Bitcoin Acquisition Corp. • Blank checks
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Subversive Bitcoin Acquisition Corp. (the “Company”) and Efficiency INC. (the “Trustee”), dated as of [●], 2026 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $____ of the principal and interest included in the Cash Trust Account (and the pro rata portion of the Bitcoin Trust Account) or other income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries for distribution to the Public Shareholders who have requested redemption of their Ordinary Shares. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
10,000,000 Units Subversive Bitcoin Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • March 3rd, 2026 • Subversive Bitcoin Acquisition Corp. • Blank checks • New York
WARRANT AGREEMENTWarrant Agreement • April 8th, 2026 • Subversive Bitcoin Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2026, is by and between Subversive Bitcoin Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Efficiency Inc., a Delaware corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
Subversive Bitcoin Acquisition Corp. New York, NY 10013Securities Subscription Agreement • November 13th, 2025 • Subversive Bitcoin Acquisition Corp. • Blank checks • New York
Subversive Bitcoin Acquisition Corp., a Cayman Islands exempted company limited by shares (the “Company,” “we” or “us”), is pleased to accept the offer made by Subversive Bitcoin Sponsor LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 2,500,000 of the Company’s Class B ordinary shares (the “Shares”), $0.0001 par value per share (the “Class B Ordinary Shares”), up to 375,000 of which are subject to complete or partial forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one Class A ordinary share of the Company and one half of one redeemable warrant to purchase one Class A ordinary share of the Company (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). For the purposes of this Agreement, references to “Ordinary Shares” are to, collectively, the Class B Ordinary Shares and the Company’s Cla
Subversive Bitcoin Acquisition Corp.Administrative Services Agreement • November 28th, 2025 • Subversive Bitcoin Acquisition Corp. • Blank checks
This letter agreement, by and between Subversive Bitcoin Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Subversive Bitcoin Sponsor LLC, a Delaware limited liability company (the “Services Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (as amended, the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
10,000,000 Units Subversive Bitcoin Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • February 6th, 2026 • Subversive Bitcoin Acquisition Corp. • Blank checks • New York
Subversive Bitcoin Acquisition Corp. 217 Centre Street, Suite 122 New York, NY 10013Underwriting Agreement • April 8th, 2026 • Subversive Bitcoin Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Subversive Bitcoin Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Jefferies LLC, as the representative (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant. Each whole warrant (each, a “Public Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units will be sold
WARRANT AGREEMENTWarrant Agreement • March 3rd, 2026 • Subversive Bitcoin Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2026, is by and between Subversive Bitcoin Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Efficiency Inc., a Delaware corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
Subversive Bitcoin Acquisition Corp. 217 Centre Street, Suite 122 New York, NY 10013Underwriting Agreement • February 6th, 2026 • Subversive Bitcoin Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Subversive Bitcoin Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Jefferies LLC, as the representative (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant. Each whole warrant (each, a “Public Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units will be sold
10,000,000 Units Subversive Bitcoin Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • April 8th, 2026 • Subversive Bitcoin Acquisition Corp. • Blank checks • New York
Subversive Bitcoin Acquisition Corp.Administrative Services Agreement • February 6th, 2026 • Subversive Bitcoin Acquisition Corp. • Blank checks
This letter agreement, by and between Subversive Bitcoin Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Subversive Bitcoin Sponsor LLC, a Delaware limited liability company (the “Services Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (as amended, the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
GalaxyOne Prime LLC and Lucky Lucko, Inc. Prime Brokerage Agreement Dated: December 4, 2025Prime Brokerage Agreement • February 6th, 2026 • Subversive Bitcoin Acquisition Corp. • Blank checks • New York