Tribeca Strategic Acquisition Corp. Sample Contracts
Underwriting Agreement between Tribeca Strategic Acquisition Corp. and BTIG, LLC Dated May 28, 2026 (the “Agreement”) TRIBECA STRATEGIC ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • June 3rd, 2026 • Tribeca Strategic Acquisition Corp. • Blank checks • New York
The undersigned, Tribeca Strategic Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with BTIG, LLC (“BTIG” 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 BTIG is listed on such Schedule A, any references to the Underwriters shall refer exclusively to BTIG) as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 3rd, 2026 • Tribeca Strategic Acquisition Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of May 28, 2026 by and between Tribeca Strategic Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Efficiency INC., a Delaware corporation (the “Trustee”).
WARRANT AGREEMENTWarrant Agreement • November 10th, 2025 • Tribeca Strategic Acquisition Corp. • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [___], 2025, is by and between Tribeca Strategic 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”).
May 28, 2026Underwriting Agreement • June 3rd, 2026 • Tribeca Strategic 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 Tribeca Strategic Acquisition Corp., a Cayman Islands exempted company (the “Company”) and BTIG, LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 16,100,000 of the Company’s units (including up to 2,100,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one right (each right, a “Share Right”). Each Share Right entitles the holder thereof to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of the Business Combination. The Units shall be sold in the Public Offering pursuant to the registration statement on Form S-1 (Fil
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • June 3rd, 2026 • Tribeca Strategic Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of May 28, 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Tribeca Strategic Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Tribeca Strategic Partners Holdco LLC, a Delaware limited liability company (the “Purchaser”).
TRIBECA STRATEGIC ACQUISITION CORP.Administrative Services Agreement • June 3rd, 2026 • Tribeca Strategic Acquisition Corp. • Blank checks
This letter agreement by and between Tribeca Strategic Acquisition Corp. (the “Company”) and Tribeca Strategic Partners Holdco LLC (the “Services Provider” and “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 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”):
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • June 3rd, 2026 • Tribeca Strategic Acquisition Corp. • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the 28th day of May, 2026, by and between Tribeca Strategic Acquisition Corp., a Cayman Islands exempted company (the “Company”), and BTIG, LLC (“BTIG” or the “Subscriber”).
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • April 30th, 2026 • Tribeca Strategic Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2026, by and between Tribeca Strategic Acquisition Corp., a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 3rd, 2026 • Tribeca Strategic Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 28, 2026 is made and entered into by and among Tribeca Strategic Acquisition Corp., a Cayman Islands exempted company (the “Company”), Tribeca Strategic Partners Holdco LLC, a Delaware limited liability company (the “Sponsor”), BTIG, LLC, as the representative of the underwriters (the “Representative”), and the undersigned parties listed under Holder on the signature pages hereto (each such party, 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”).
RIGHTS AGREEMENTRights Agreement • June 3rd, 2026 • Tribeca Strategic Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of May 28, 2026 between Tribeca Strategic Acquisition Corp., a Cayman Islands exempted company with limited liability (the “Company”), and Efficiency INC., a Delaware corporation (the “Right Agent”).
CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • April 20th, 2026 • Tribeca Strategic Acquisition Corp. • Blank checks • Delaware
This Contribution and Exchange Agreement (this “Agreement”), dated as of [●], 2026, is entered into by and between Tribeca Strategic Partners Holdco LLC, a Delaware limited liability company (the “Company”), and Tribeca Strategic Partners LLC, a Delaware limited liability company (“Contributor”). All capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the LLC Agreement (as defined herein).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 8th, 2026 • Tribeca Strategic Acquisition Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2026 by and between Tribeca Strategic Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Efficiency INC., a Delaware corporation (the “Trustee”).
CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • June 3rd, 2026 • Tribeca Strategic Acquisition Corp. • Blank checks • Delaware
This Second Amendment to Promissory Note, dated the 21st day of May 2026 (the “Second Amendment”) amends that certain original Promissory Note, dated as October 19, 2025, as amended by the First Amendment to Promissory Note, dated as of February 10, 2026 (together, the “Note”), by and among Tribeca Strategic Acquisition Corp., a Cayman Islands exempted company (the “Maker”), and Tribeca Strategic Partners LLC, a Delaware limited liability company, or its registered assigns or successors in interest (the “Payee”).
Tribeca Strategic Acquisition Corp. New York, NY 10019Underwriting Agreement • May 8th, 2026 • Tribeca Strategic 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 Tribeca Strategic Acquisition Corp., a Cayman Islands exempted company (the “Company”) and BTIG, LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 16,100,000 of the Company’s units (including up to 2,100,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one right (each right, a “Share Right”). Each Share Right entitles the holder thereof to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of the Business Combination. The Units shall be sold in the Public Offering pursuant to the registration statement on Form S-1 (Fil
Underwriting Agreement between Tribeca Strategic Acquisition Corp. and BTIG, LLC Dated [●], 2026 (the “Agreement”) TRIBECA STRATEGIC ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • May 8th, 2026 • Tribeca Strategic Acquisition Corp. • Blank checks • New York
The undersigned, Tribeca Strategic Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with BTIG, LLC (“BTIG” 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 BTIG is listed on such Schedule A, any references to the Underwriters shall refer exclusively to BTIG) as follows:
CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • May 22nd, 2026 • Tribeca Strategic Acquisition Corp. • Blank checks • Delaware
This Contribution and Exchange Agreement (this “Agreement”), dated as of [●], 2026, is entered into by and between Tribeca Strategic Partners Holdco LLC, a Delaware limited liability company (the “Company”), and Tribeca Strategic Partners LLC, a Delaware limited liability company (“Contributor”). All capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the LLC Agreement (as defined herein).
Tribeca Strategic Acquisition Corp.Subscription Agreement • November 10th, 2025 • Tribeca Strategic Acquisition Corp. • New York
We are pleased to accept the offer Tribeca Strategic Partners LLC (the “Subscriber” or “you”) has made to purchase 6,708,333 shares (“Founder Shares”) of the Class B ordinary shares, $0.0001 par value per share (“Class B Ordinary Shares”), of Tribeca Strategic Acquisition Corp., a Cayman Islands exempted company (the “Company”), up to 875,000 of which are subject to forfeiture by you if the underwriters of the proposed initial public offering (“IPO”) of the Company pursuant to the registration statement on Form S-1 expected to be filed by the Company in connection with the IPO (the “Registration Statement”) do not fully exercise their over-allotment option (the “Over-allotment Option”) as described below. For the purposes of this Agreement (this “Agreement”), references to “Ordinary Shares” are to, collectively, the Class B Ordinary Shares and the Company’s Class A ordinary shares, $0.0001 par value per share (the “Class A Ordinary Shares”). Pursuant to the Company’s memorandum and art
RIGHTS AGREEMENTRights Agreement • April 20th, 2026 • Tribeca Strategic Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of ___________, 2026 between Tribeca Strategic Acquisition Corp., a Cayman Islands exempted company with limited liability (the “Company”), and Efficiency INC., a Delaware corporation (the “Right Agent”).