Freedom Metals Acquisition Corp.
For the period ended Jul 7, 2026. Filed Jul 9, 2026.
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Jul 7, 2026 · Filed Jul 9, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 7, 2026
Freedom Metals Acquisition Corp.
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-43388 | 98-1924156 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
3250 NE 1st Ave, Suite 305
Miami, FL 33137
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (855)230-7271
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant | FDMMU | The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share | FDMM | The Nasdaq Stock Market LLC |
| Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | FDMMW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
On July 7, 2026, the registration statement on Form S-1 (File No. 333-295972) relating to the initial public offering (the “Offering”) of Freedom Metals Acquisition Corp., a Cayman Islands exempted company (the “Company”), was declared effective by the U.S. Securities and Exchange Commission (the “Registration Statement”).
On July 9, 2026, the Company consummated the Offering, which consisted of 27,500,000 units (the “Units”). The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $275,000,000. Each Unit consists of one Class A ordinary share, par value $0.0001 per share (the “Class A Ordinary Shares”), of the Company, and one-third of one redeemable warrant (each, a “Warrant”) of the Company, with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share.
In connection with the Offering, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration Statement for the Offering, originally filed with the U.S. Securities and Exchange Commission on May 15, 2026, as amended:
| ● | An Underwriting Agreement, dated July 7, 2026, by and between the Company, Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (“Cohen”) and Clear Street LLC (“CS”), as representatives of the several underwriters (the “Underwriters”), a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. |
| ● | A Warrant Agreement, dated July 7, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference. |
| ● | A Letter Agreement, dated July 7, 2026, by and among the Company, NLC America SPAC 1 LLC (the “Sponsor”) and each of the officers and directors of the Company, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. |
| ● | An Investment Management Trust Agreement, dated July 7, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference. |
| ● | A Registration Rights Agreement, dated July 7, 2026, by and among the Company and certain security holders, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference. |
| ● | A Private Placement Units Purchase Agreement, dated July 7, 2026, by and between the Company and the Sponsor (the “Sponsor Private Placement Units Purchase Agreement”), a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference. |
| ● | A Private Placement Units Purchase Agreement, dated July 7, 2026 (the “Underwriter Private Placement Units Purchase Agreement”), by and between the Company, Cohen and CS, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference. |
| ● | Indemnity Agreements, dated July 7, 2026, by and between the Company and each director and executive officer of the Company, a copy of the form of which is attached as Exhibit 10.6 hereto and incorporated herein by reference. |
| ● | An Administrative Services Agreement, dated July 7, 2026, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.7 hereto and incorporated herein by reference. |
| ● | An Advisory Services Agreement, dated July 7, 2026, by and between the Company and Next Layer Capital Markets LLC, a copy of which is attached as Exhibit 10.8 hereto and incorporated herein by reference. |
| ● | An Advisory Services Agreement, dated July 7, 2026, by and between the Company and SV Capital Advisors LLP, a copy of which is attached as Exhibit 10.9 hereto and incorporated herein by reference. |
Simultaneously with the closing of the Offering, pursuant to the Sponsor Private Placement Units Purchase Agreement and the Underwriter Private Placement Units Purchase Agreement, the Company completed the private sale of an aggregate of 825,000 units (the “Private Placement Units”) to the Sponsor, Cohen and CS, at a price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $8,250,000. Of those Private Placement Units, the Sponsor purchased 550,000 Private Placement Units, and Cohen and CS purchased 261,250 and 13,750 Private Placement Units, respectively. The Private Placement Units (and underlying securities) are identical to the Units sold in the Offering, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
On July 7, 2026, in connection with the Offering, Bronwyn Barnes, Quinton Hennigh, Hugh Callaghan and Michael Porter (collectively with Dean Callas, the “Directors”) were appointed to the board of directors of the Company (the “Board”), with Bronwyn Barnes serving as Chairwoman. Effective July 7, 2026, each of Michael Porter, Bronwyn Barnes, Hugh Callaghan and Quinton Hennigh was appointed to the
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