0001641172-25-020911 Sample Contracts
UNDERWRITING AGREEMENT between BM ACQUISITION CORP. and as Representative of the Several Underwriters UNDERWRITING AGREEMENT between BM ACQUISITION CORP. and as Representative of the Several UnderwritersUnderwriting Agreement • July 25th, 2025 • BM Acquisition Corp. • Blank checks • New York
The undersigned, BM ACQUISITION CORP., a Cayman Islands exempt company (the “Company”), hereby confirms its agreement (this “Agreement”) with D. Boral Capital LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 25th, 2025 • BM Acquisition Corp. • Blank checks • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of ______, 2025, is made and entered into by and among BM Acquisition Corp., a Cayman Islands exempted company (the “Company”), BM Global Capital, a Cayman Islands exempted company, (the “Sponsor”), and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor 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 25th, 2025 • BM Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of ____, 2025, is by and between BM Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Odyssey Transfer and Trust Company as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
SUBSCRIPTION AGREEMENTSubscription Agreement • July 25th, 2025 • BM Acquisition Corp. • Blank checks • New York
This agreement (the “Agreement”) is entered into on May 28, 2025, by and between BM Global Capital, a Cayman Islands exempted company (the “Subscriber” or “you”), and BM Acquisition Corp, a Cayman Islands exempted company (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 1,725,000 ordinary shares, $0.0001 par value per share (the “Shares”), up to 225,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
BM Acquisition Corp. Lot 680, Jalan Batu 1 1/2, Jalan Bangi 43500 Semenyih Selangor, MalaysiaUnderwriting Agreement • July 25th, 2025 • BM Acquisition Corp. • Blank checks
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between BM Acquisition Corp., a Cayman Islands exempted company (the “Company”), and D. Boral Capital LLC as the representative (the “Representative”) of the several underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit comprised of one Class A ordinary share of the Company, par value $0.0001 (“Class A Ordinary Share”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 25th, 2025 • BM Acquisition Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of __, 2025 by and between BM Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Odyssey Transfer and Trust Company (the “Trustee”).