0001213900-26-076724 Sample Contracts
FREEDOM METALS ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • July 9th, 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 LLC (“CCM”), and Clear Street LLC (“Clear Street” and collectively with CCM, the “Representatives” and each, a “Representative”), as representatives of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
July 7, 2026 Freedom Metals Acquisition Corp. Miami, FL 33137 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • July 9th, 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, and Clear Street LLC as co-representatives (the “Representatives”) 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
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • July 9th, 2026 • Freedom Metals Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of July 7, 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”).
FREEDOM METALS ACQUISITION CORP.Administrative Services Agreement • July 9th, 2026 • Freedom Metals Acquisition Corp. • Blank checks
This letter of agreement by and between Freedom Metals Acquisitions Corp. (the “Company”) and NLC America SPAC 1 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 consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 9th, 2026 • Freedom Metals Acquisition Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 7, 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”).
WARRANT AGREEMENTWarrant Agreement • July 9th, 2026 • Freedom Metals Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 7, 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”).
INDEMNITY AGREEMENTIndemnification Agreement • July 9th, 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”).
July 7, 2026 FREEDOM METALS ACQUISITION CORP. 3250 NE 1st Ave, 305 Miami, FL 33137Management Consulting & Corporate Advisory Services Agreement • July 9th, 2026 • Freedom Metals Acquisition Corp. • Blank checks • New York
This agreement (the “Agreement”) will confirm our understanding that Freedom Metals Acquisition Corp. (“Freedom Metals”) has engaged SV Capital Advisors Inc. (the “Advisor”) to act as a management consulting and corporate advisor in the preparation of corporate strategies, management support, business strategies, policies and business plan of Freedom Metals to support its executive officers and members of its board of directors for the proposed initial public offering (“IPO”) of Freedom Metals (the “Transaction”). This engagement shall be exclusive with respect to the Transaction on behalf of Freedom Metals in connection with the Transaction.
FREEDOM METALS ACQUISITION CORP.Management Consulting & Corporate Advisory Services Agreement • July 9th, 2026 • Freedom Metals Acquisition Corp. • Blank checks • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 9th, 2026 • Freedom Metals Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 7, 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”) and Clear Street LLC (“CS,” and together with Cohen, the “Purchasers”), 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 • July 9th, 2026 • Freedom Metals Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of July 7, 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 (“Cohen”) and Clear Street LLC (“CS,” and together with Cohen, the “Purchasers”).