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Freedom Metals Acquisition Corp., a Cayman Islands-based blank check company focused on mining and critical minerals, completed its initial public offering of 27,500,000 units at $10.00 per unit, raising $275,000,000 in gross proceeds. Each unit includes one Class A ordinary share and one-third of a redeemable warrant, with each whole warrant exercisable at $11.50 per share.
Concurrently, the company sold 825,000 private placement units for $8,250,000 to its sponsor and underwriters without underwriting discounts or commissions. A total of $275,000,000, including up to $12,650,000 of deferred underwriting discount, was placed in a U.S.-based trust account, to be released only upon a business combination or specified redemptions. The company has up to 18 months from the offering closing, extendable to 24 months upon signing a definitive agreement within that period, to complete its initial business combination. New directors were appointed, board committees formed, indemnification agreements executed, and amended and restated Cayman constitutional documents became effective in connection with the IPO.
Freedom Metals Acquisition Corp. is conducting an initial public offering of 27,500,000 units for an aggregate public offering price of $275,000,000. Each unit is priced at $10.00 and consists of one Class A ordinary share and one-third of one redeemable warrant; whole warrants exercisable to purchase one Class A share at $11.50. The underwriters have a 45-day over-allotment option to purchase up to 4,125,000 additional units. An aggregate of $275,000,000 (or $316,250,000 if the over-allotment is exercised) will be placed in a U.S.-based trust account. The sponsor purchased 10,541,667 Class B founder shares for $25,000; founder shares will convert into Class A shares on a one-for-one basis (subject to anti-dilution adjustments) and are structured to result in the founder shares representing approximately 25.0% of post-offering Class A shares as described. Public shareholders will have cash redemption rights tied to the trust account upon completion of an initial business combination.
Freedom Metals Acquisition Corp. reported that Barnes Bronwyn Lesley filed an initial statement of beneficial ownership as a director. The Form 3 identifies their role on the board and, in this filing, does not report any equity transactions or derivative positions.
NLC America SPAC 1 LLC, the sponsor of Freedom Metals Acquisition Corp., reports initial beneficial ownership of 10,541,667 Class B ordinary shares, which are convertible into Class A ordinary shares on a one-for-one basis, subject to adjustments. These founder shares were acquired for an aggregate $25,000 (about $0.0024 per share) and include up to 1,375,000 shares subject to forfeiture if the IPO underwriters do not fully exercise their over-allotment option. Director Constantine George Callas may be deemed a beneficial owner through control of the sponsor’s managing entity but disclaims beneficial ownership beyond any pecuniary interest.
Freedom Metals Acquisition Corp. officer Zinny Martin Guillermo, the Chief Financial Officer, filed an initial statement of beneficial ownership as a reporting person. This Form 3 does not report any equity transactions or derivative positions for Guillermo and serves to register his status as an insider of the company.
Freedom Metals Acquisition Corp. filed an initial statement of beneficial ownership identifying Peter Finan, its Chief Executive Officer, as a reporting person. The filing establishes his status as an insider subject to ongoing ownership reporting requirements but does not detail any specific equity transactions or holdings.
Freedom Metals Acquisition Corp. director Porter Michael William filed an initial statement of beneficial ownership on Form 3. The filing lists him as a director of the company but shows no reportable transactions or equity holdings, with zero holding entries disclosed in this initial report.
Freedom Metals Acquisition Corp. director Hennigh Quinton Todd filed an initial statement of beneficial ownership on Form 3. The filing lists him as a director, not an officer and not a ten percent owner, and reports no equity transactions or derivative holdings at this time.
Freedom Metals Acquisition Corp. director Hugh Leland John Callaghan filed an initial Form 3 beneficial ownership report. The filing lists his status as a director and indicates no reportable transactions or holdings, with zero shares shown in the transaction and holding summaries at this time.