Thunderstone Acquisition Corp Sample Contracts
5,000,000 Units Thunderstone Acquisition Corp UNDERWRITING AGREEMENTUnderwriting Agreement • September 22nd, 2025 • Thunderstone Acquisition Corp • Blank checks • New York
Thunderstone Acquisition Corp, a Cayman Islands exempted company with limited liability (the “Company”), hereby confirms its agreement with D. Boral Capital LLC (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as the representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”):
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 22nd, 2025 • Thunderstone Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [DATE], by and among Thunderstone Acquisition Corp, a Cayman Islands company (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 2nd, 2025 • Thunderstone Acquisition Corp • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2025, by and between Thunderstone Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Odyssey Transfer and Trust Company, a Minnesota corporation (the “Trustee”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 22nd, 2025 • Thunderstone Acquisition Corp • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2025, by and between Thunderstone Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Odyssey Transfer and Trust Company, a Minnesota corporation (the “Trustee”).
THUNDERSTONE ACQUISITION CORP Unit E, 7 Floor, China Insurance Building,Administrative Service Agreement • August 14th, 2025 • Thunderstone Acquisition Corp • Blank checks
This letter agreement entered into by and between Thunderstone Acquisition Corp (the “Company”) and Thunderstone LTD. (the “Sponsor”) will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of the Company and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
Amendment No.1 to the Promissory NotePromissory Note • December 1st, 2025 • Thunderstone Acquisition Corp • Blank checks • Delaware
This Amendment No.1 (this “Amendment”) to that certain Promissory Note, dated as of June 13, 2025 (as amended, the “Note”) by and between Thunderstone Acquisition Corp, a Cayman Islands exempted company (the “Maker”) and Thunderstone LTD., a British Virgin Islands BVI Business Company, or its registered assigns or successors in interest (the “Payee”), is made and entered into as of November 27, 2025.
PRIVATE UNITS SUBSCRIPTION AGREEMENT BETWEEN THE REGISTRANT AND THE SPONSORPrivate Units Subscription Agreement • September 22nd, 2025 • Thunderstone Acquisition Corp • Blank checks
5,000,000 Units Thunderstone Acquisition Corp UNDERWRITING AGREEMENTUnderwriting Agreement • October 2nd, 2025 • Thunderstone Acquisition Corp • Blank checks • New York
Thunderstone Acquisition Corp, a Cayman Islands exempted company with limited liability (the “Company”), hereby confirms its agreement with D. Boral Capital LLC (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as the representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”):
INDEMNITY AGREEMENTIndemnification Agreement • August 14th, 2025 • Thunderstone Acquisition Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT is made as of ___________, 2025 (“Agreement”), by and between Thunderstone Acquisition Corp, a Cayman Islands exempted company (“Company”), and the undersigned indemnitee (“Indemnitee”).
RIGHTS AGENCY AGREEMENTRights Agency Agreement • October 2nd, 2025 • Thunderstone Acquisition Corp • Blank checks • New York
RIGHTS AGENCY AGREEMENT (the “Agreement”) dated [•], between Thunderstone Acquisition Corp (the “Company”), a blank check company incorporated in Cayman Islands, and Odyssey Transfer and Trust Company (the “Rights Agent” or “Odyssey”), a trust company incorporated under the laws of Minnesota.
THUNDERSTONE ACQUISITION CORP SUBSCRIPTION AGREEMENTSubscription Agreement • July 9th, 2025 • Thunderstone Acquisition Corp • New York
This SUBSCRIPTION AGREEMENT is entered into this 13th day of June, 2025 (this “Agreement”), by and between Thunderstone Acquisition Corp, a Cayman Islands exempted company (the “Company”) and Thunderstone LTD. (the “Subscriber”).
RIGHTS AGENCY AGREEMENTRights Agency Agreement • September 22nd, 2025 • Thunderstone Acquisition Corp • Blank checks • New York
RIGHTS AGENCY AGREEMENT (the “Agreement”) dated [•], between Thunderstone Acquisition Corp (the “Company”), a blank check company incorporated in Cayman Islands, and Odyssey Transfer and Trust Company (the “Rights Agent” or “Odyssey”), a trust company incorporated under the laws of Minnesota.
Thunderstone Acquisition Corp Unit E, 7 Floor, China Insurance Building, Hong Kong Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • September 22nd, 2025 • Thunderstone Acquisition Corp • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Thunderstone Acquisition Corp, a Cayman Islands company (the “Company”), and D. Boral Capital LLC, as representative (the “Representative”) of the several underwriters named on Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Share”), and one right to receive one-eighth (1/8) of one Ordinary Share (the “Rights”). Certain capitalized terms used herein are defined in paragraph 13 hereof.