Meshflow Acquisition Corp Sample Contracts
UNDERWRITING AGREEMENTUnderwriting Agreement • December 15th, 2025 • Meshflow Acquisition Corp • Blank checks • New York
The undersigned, Meshflow Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only Cantor is listed on such Schedule A, any references to Underwriters shall refer exclusively to Cantor) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 15th, 2025 • Meshflow Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 9, 2025, is made and entered into by and among Meshflow Acquisition Corp., a Cayman Islands exempted company (the “Company”), Meshflow Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Cantor Fitzgerald & Co. (the “Cantor”), Odeon Capital Group, LLC (“Odeon” and, together with Cantor, the “Underwriters”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and the Representative and any person or entity who hereafter becomes a party to this Agreement pursuant to Section
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 15th, 2025 • Meshflow Acquisition Corp • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 9, 2025 by and between Meshflow Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Meshflow Acquisition Corp. Chicago, Illinois 60642 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • December 15th, 2025 • Meshflow Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Meshflow Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 34,500,000 of the Company’s units (including up to 4,500,000 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-third of one redeemable warrant. Each whole warrant (each a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustments as described in the Prospectus (as defined
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 15th, 2025 • Meshflow Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of December 9, 2025 (as it may from time to time be amended, this “Agreement”), is entered into between Meshflow Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Meshflow Acquisition Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 20th, 2025 • Meshflow Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2025 (as it may from time to time be amended, this “Agreement”), is entered into between Meshflow Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co. (the “Purchaser”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 15th, 2025 • Meshflow Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of December 9, 2025 (as it may from time to time be amended, this “Agreement”), is entered into between Meshflow Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Odeon Capital Group, LLC (the “Purchaser”).
LOCK-UP AGREEMENTLock-Up Agreement • September 8th, 2026 • Meshflow Acquisition Corp • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of September 5, 2026, by and among Meshflow Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Meshflow Acquisition Corp., a Cayman Islands exempted company with limited liability (the “SPAC”), Leyte Parent, Inc., a Delaware corporation (“Pubco”), each of the Persons set forth on Schedule 1 hereto (the “Pubco Holders”), each of the Persons set forth on Schedule 2 hereto (the “Independent Holders”) and each of the Persons set forth on Schedule 3 hereto (the “SPAC Insiders”). The Sponsor, the Pubco Holders, the Independent Holders, the SPAC Insiders and any Person who hereafter becomes a party to this Agreement pursuant to Section 2 are referred to herein, individually, as a “Holder” and, collectively, as the “Holders.”
MESHFLOW ACQUISITION CORP.Administrative Services and Indemnification Agreement • December 15th, 2025 • Meshflow Acquisition Corp • Blank checks
This administrative services and indemnification agreement (this “Agreement”) by and between Meshflow Acquisition Corp. (the “Company”) and Meshflow Acquisition Sponsor LLC (the “Sponsor”), 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 (the “Registration Statement”) and continuing until the earlier of the (i) consummation by the Company of an initial business combination (“Business Combination”) or (ii) the Company’s liquidation (in each case, as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
INDEMNITY AGREEMENTIndemnification Agreement • November 20th, 2025 • Meshflow Acquisition Corp • Blank checks • New York
This INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2025, by and between Meshflow Acquisition Corp., a Cayman Islands exempted company (the “Company”), and _______________ (“Indemnitee”).
MESHFLOW ACQUISITION CORP.Administrative Services and Indemnification Agreement • November 20th, 2025 • Meshflow Acquisition Corp • Blank checks
This administrative services and indemnification agreement (this “Agreement”) by and between Meshflow Acquisition Corp. (the “Company”) and Meshflow Acquisition Sponsor LLC (the “Sponsor”), 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 (the “Registration Statement”) and continuing until the earlier of the (i) consummation by the Company of an initial business combination (“Business Combination”) or (ii) the Company’s liquidation (in each case, as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
Meshflow Acquisition Corp. Chicago, Illinois 60642 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • November 20th, 2025 • Meshflow Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Meshflow Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 34,500,000 of the Company’s units (including up to 4,500,000 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-third of one redeemable warrant. Each whole warrant (each a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustments as described in the Prospectus (as defined
MESHFLOW ACQUISITION CORP.Securities Subscription Agreement • September 10th, 2025 • Meshflow Acquisition Corp • New York
Meshflow Acquisition Corp., a Cayman Islands exempted company (the “Company”, “we” or “us”), is pleased to accept the offer made by Meshflow Acquisition Sponsor LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 8,625,000 Class B ordinary shares of the Company, of $0.0001 par value per share (the “Shares”), up to 1,125,000 of which are subject to surrender and cancellation 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 and one, or a portion of one, warrant to purchase one Class A ordinary share (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
WARRANT AGREEMENTWarrant Agreement • September 10th, 2025 • Meshflow Acquisition Corp • New York
THIS WARRANT AGREEMENT (this “Agreement”) is made as of [●], 2025 between Meshflow Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
UNDERWRITING AGREEMENT between MESHFLOW ACQUISITION CORP. and CANTOR FITZGERALD & CO. Dated: [●], 2025Underwriting Agreement • November 20th, 2025 • Meshflow Acquisition Corp • Blank checks • New York
The undersigned, Meshflow Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only Cantor is listed on such Schedule A, any references to Underwriters shall refer exclusively to Cantor) as follows:
WARRANT AGREEMENTWarrant Agreement • November 20th, 2025 • Meshflow Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”) is made as of [●], 2025 between Meshflow Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
Form of Transaction SUPPORT AGREEMENTTransaction Support Agreement • September 8th, 2026 • Meshflow Acquisition Corp • Blank checks
This Transaction SUPPORT AGREEMENT (this “Agreement”), is dated as of September 5, 2026, by and among Meshflow Acquisition Corp., a Cayman Islands exempted company with limited liability (which shall domesticate as a Delaware corporation prior to the Closing) (the “SPAC”), Leyte Parent, Inc., a Delaware corporation (“Pubco”), HGP Intelligent Energy, LLC, a Wyoming limited liability company (the “Company”) and the Persons set forth on Schedule I hereto (the “Supporting Members”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 20th, 2025 • Meshflow Acquisition Corp • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2025 by and between Meshflow Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 20th, 2025 • Meshflow Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2025 (as it may from time to time be amended, this “Agreement”), is entered into between Meshflow Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Meshflow Acquisition Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
DATED September 5, 2026 BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • September 8th, 2026 • Meshflow Acquisition Corp • Blank checks • Delaware
This Business Combination Agreement (this “Agreement”) is made and entered into as of September 5, 2026, by and among (i) Meshflow Acquisition Corp., a Cayman Islands exempted company with limited liability (together with its successors, including after the Conversion (as defined below), the “SPAC”), (ii) Leyte Parent, Inc., a Delaware corporation and wholly-owned subsidiary of SPAC (“Pubco”), (iii) Leyte Merger Sub I, Inc., a Delaware corporation and wholly-owned subsidiary of Pubco (“SPAC Merger Sub”), (iv) Leyte Merger Sub II, LLC, a Wyoming limited liability company and a wholly-owned subsidiary of Pubco (“Company Merger Sub” and together with SPAC Merger Sub, the “Merger Subs”, and the Merger Subs collectively with Pubco, the “SPAC Parties”), and (v) HGP Intelligent Energy, LLC, a Wyoming limited liability company (the “Company”). The SPAC, Pubco, SPAC Merger Sub, Company Merger Sub and the Company are sometimes referred to herein individually as a “Party” and, collectively, as th
WARRANT AGREEMENTWarrant Agreement • December 15th, 2025 • Meshflow Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”) is made as of December 9, 2025 between Meshflow Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 20th, 2025 • Meshflow Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2025, is made and entered into by and among Meshflow Acquisition Corp., a Cayman Islands exempted company (the “Company”), Meshflow Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Cantor Fitzgerald & Co. (the “Cantor”), Odeon Capital Group, LLC (“Odeon” and, together with Cantor, the “Underwriters”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and the Representative 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”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • September 8th, 2026 • Meshflow Acquisition Corp • Blank checks
This Sponsor Support Agreement (this “Agreement”) is entered into on September 5, 2026, by and among Meshflow Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Meshflow Acquisition Corp., a Cayman Islands exempted company (“Meshflow”), certain shareholders of Meshflow set forth on Schedule A hereto (together with the Sponsor, collectively, the “SPAC Insiders”), Leyte Parent, Inc., a Delaware corporation (“Pubco”), and HGP Intelligent Energy, LLC, a Wyoming limited liability company (“HGP”). The SPAC Insiders, Meshflow, Pubco and HGP are sometimes collectively referred to herein as the “Parties,” and each of them is sometimes individually referred to herein as a “Party.” Certain terms used in this Agreement have the applicable meanings ascribed to them in Section 3.1.