0001104659-25-123827 Sample Contracts
UNDERWRITING AGREEMENT between AMERICAN DRIVE ACQUISITION COMPANY and CANTOR FITZGERALD & CO. Dated: December 17, 2025 AMERICAN DRIVE ACQUISITION COMPANY UNDERWRITING AGREEMENTUnderwriting Agreement • December 22nd, 2025 • American Drive Acquisition Co • Blank checks • New York
The undersigned, American Drive Acquisition Company, 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 22nd, 2025 • American Drive Acquisition Co • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 17, 2025, is made and entered into by and among American Drive Acquisition Company, a Cayman Islands exempted company (the “Company”), Petit Monts LLC, a Delaware limited liability company (the “Sponsor”), Cantor Fitzgerald & Co., a New York general partnership (the “Representative”) (the Sponsor and the Representative together with 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 22nd, 2025 • American Drive Acquisition Co • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 17, 2025 by and between American Drive Acquisition Company, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
WARRANT AGREEMENTWarrant Agreement • December 22nd, 2025 • American Drive Acquisition Co • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of December 17, 2025, is by and between American Drive Acquisition Company, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 22nd, 2025 • American Drive Acquisition Co • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of December 17, 2025 (as it may from time to time be amended, this “Agreement”), is entered into by and between American Drive Acquisition Company, a Cayman Islands exempted company (the “Company”), and Petit Monts LLC, a Delaware limited liability company (the “Purchaser”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 22nd, 2025 • American Drive Acquisition Co • Blank checks • New York
This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of the 17th day of December, 2025, by and between American Drive Acquisition Company, a Cayman Islands exempted company (the “Company”) and Cantor Fitzgerald & Co. (“Cantor” or the “Subscriber”).
Washington, D.C. 20036Office Space and Support Agreement • December 22nd, 2025 • American Drive Acquisition Co • Blank checks
December 17, 2025 American Drive Acquisition Company Suite 500 Washington, D.C. 20036 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • December 22nd, 2025 • American Drive Acquisition Co • 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 American Drive Acquisition Company, a Cayman Islands exempted company (the “Company”) and Cantor Fitzgerald & Co. (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 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-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to the registration statement on Form S-1 (File No. 333-290625) and prospectus (the “