0001213900-26-072712 Sample Contracts
AMR Resources Acquisition Corp Cayman Islands, KY1-1106 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • June 26th, 2026 • AMR Resources 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 AMR Resources 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 25,000,000 of the Company’s units (including up to 3,750,000 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-half 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
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 26th, 2026 • AMR Resources Acquisition Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of _____, 2026 by and between AMR Resources Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
WARRANT AGREEMENTWarrant Agreement • June 26th, 2026 • AMR Resources Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [_], 2026, is by and between AMR Resources Acquisition Corp, a Cayman Islands exempted company and blank check company, 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 AMR Resources Acquisition Corp and BTIG, LLC Dated [_], 2026 (the “Agreement”) AMR RESOURCES ACQUISITION CORP UNDERWRITING AGREEMENTUnderwriting Agreement • June 26th, 2026 • AMR Resources Acquisition Corp. • Blank checks • New York
The undersigned, AMR Resources 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:
AMR Resources Acquisition Corp c/o Appleby Global Services (Cayman) Limited Grand Cayman, Cayman Islands, KY1-1106Securities Subscription Agreement • June 26th, 2026 • AMR Resources Acquisition Corp. • Blank checks • New York
AMR Resources Acquisition Corp, a Cayman Islands exempted company limited by shares (the “Company,” “we” or “us”), is pleased to accept the offer made by AMR Resources Sponsors LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 7,666,667 shares of the Company’s Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 1,000,000 of which are subject to 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”). 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:
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • June 26th, 2026 • AMR Resources Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [_], 2026, by and between AMR Resources Acquisition Corp, a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 26th, 2026 • AMR Resources Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2026 is made and entered into by and among AMR Resources Acquisition Corp, a Cayman Islands exempted company (the “Company”), AMR Resources Sponsors, LLC, a Delaware limited liability company (the “Sponsor”), BTIG, LLC (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”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • June 26th, 2026 • AMR Resources Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [ ], 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between AMR Resources Acquisition Corp, a Cayman Islands exempted company (the “Company”), and AMR Resources Sponsors, LLC, a Delaware limited liability company (the “Purchaser”).
AMR RESOURCES ACQUISITION CORPAdministrative Services Agreement • June 26th, 2026 • AMR Resources Acquisition Corp. • Blank checks
This letter of agreement by and between AMR Resources Acquisition Corp (the “Company”) and AMR Resources Sponsors LLC (“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 26th, 2026 • AMR Resources Acquisition Corp. • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the [ ] day of [ ], 2026, by and between AMR Resources Acquisition Corp, a Cayman Islands exempted company (the “Company”) and BTIG, LLC (“BTIG” or the “Subscriber”).