0001213900-26-074033 Sample Contracts
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 1st, 2026 • Freedom Metals Acquisition Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2026 by and between Freedom Metals Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited liability trust company (the “Trustee”).
FREEDOM METALS ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • July 1st, 2026 • Freedom Metals Acquisition Corp. • Blank checks • New York
Freedom Metals Acquisition Corp., a Cayman Islands exempt company (the “Company”), hereby confirms its agreement with Cohen & Company Capital Markets (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 1st, 2026 • Freedom Metals Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2026 is made and entered into by and among Freedom Metals Acquisition Corp., a Cayman Islands exempted company (the “Company”), NLC America SPAC 1 LLC, a Delaware limited liability company (the “Sponsor”), Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (“Cohen & Co”), 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”).
WARRANT AGREEMENTWarrant Agreement • July 1st, 2026 • Freedom Metals Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [_____], 2026, is by and between Freedom Metals 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”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • July 1st, 2026 • Freedom Metals 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 Freedom Metals Acquisition Corp., a Cayman Islands exempted company (the “Company”), and NLC America SPAC 1 LLC, a Delaware limited liability company (the “Purchaser”).
June [●], 2026 Freedom Metals Acquisition Corp. Miami, FL 33137 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • July 1st, 2026 • Freedom Metals 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 Freedom Metals Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 31,625,000 of the Company’s units (including up to 4,125,000 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
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • July 1st, 2026 • Freedom Metals 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 Freedom Metals Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (the “Purchaser”).
INDEMNITY AGREEMENTIndemnity Agreement • July 1st, 2026 • Freedom Metals Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2026, by and between Freedom Metals Acquisition Corp., a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).
FREEDOM METALS ACQUISITION CORP.Management Consulting Agreement • July 1st, 2026 • Freedom Metals Acquisition Corp. • Blank checks • New York
FREEDOM METALS ACQUISITION CORP. 3250 NE 1st Ave, 305 Miami, FL 33137Administrative Services Agreement • July 1st, 2026 • Freedom Metals Acquisition Corp. • Blank checks