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  4. [8-K] Freedom Metals Acquisition Corp. Reports Material Event

Freedom Metals Acquisition Corp. (FDMMU) raises $275M in SPAC IPO and funds trust

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

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Insights

Standard SPAC IPO raises $275M with full proceeds in trust.

Freedom Metals Acquisition Corp. raised $275,000,000 through 27,500,000 units at $10.00 each, plus 825,000 private placement units for $8,250,000. All public and private placement proceeds, including up to $12,650,000 of deferred underwriting discount, sit in a U.S. trust account.

The trust structure and the 18-month Completion Window, extendable to 24 months upon signing a definitive agreement, follow typical SPAC mechanics. Cash can be used only for a business combination, tax payments, or redemptions under the stated conditions, which protects public shareholders but constrains flexibility.

The vehicle targets mining and critical minerals businesses, a sector sensitive to commodity cycles and regulatory regimes. Until a specific target is announced and transaction terms disclosed, the main risk profile is structural: completion within the stated timeframe and potential dilution from warrants exercisable at $11.50 per share.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
IPO units sold 27,500,000 units Initial public offering units sold at $10.00 per unit
IPO gross proceeds $275,000,000 Gross proceeds from the initial public offering
Private placement units 825,000 units Private Placement Units sold concurrently with the IPO
Private placement proceeds $8,250,000 Gross proceeds from sale of Private Placement Units at $10.00 each
Trust account balance $275,000,000 Proceeds from IPO and private placement held in U.S.-based trust account
Deferred underwriting discount $12,650,000 Amount of underwriters’ deferred discount included in trust funds
Warrant exercise price $11.50 per share Exercise price for each whole redeemable warrant
Completion Window 18 to 24 months Time from IPO closing to complete initial business combination, subject to conditions
blank check company financial
"The Company is a blank check company formed for the purpose of effecting a merger"
A blank check company is a publicly listed shell that raises money from investors before naming a specific business to buy or merge with, similar to handing a cashier a signed check and asking them to fill in the payee later. It matters to investors because it offers a faster, often cheaper path for private firms to become public, but carries extra risk since returns depend on the organizers’ ability to find a good deal and on limited information about the future business.
trust account financial
"was placed in a U.S.-based trust account maintained by Continental Stock Transfer"
A trust account is a special bank or brokerage account where assets are held and managed by a designated person or firm (the trustee) for the benefit of another person or group (the beneficiary). It matters to investors because it separates assets from personal or corporate funds, can protect assets, control how and when money is used, and may affect tax or legal rights—think of it as a locked drawer opened only under agreed rules.
over-allotments financial
"45-day option to purchase up to an additional 4,125,000 units ... to cover over-allotments"
An over-allotment is a temporary extra batch of shares that the underwriters of a stock offering are allowed to sell beyond the original amount, with the right to buy those shares back later. Think of it as spare tickets sold to meet demand and then reclaimed if needed to keep the market orderly; it helps stabilize the stock price after an offering and can affect short-term supply and potential dilution, which matters to investors tracking price and ownership stakes.
deferred discount financial
"which amount includes up to $12,650,000 of the Underwriters’ deferred discount"
amended and restated memorandum and articles of association regulatory
"filed its amended and restated memorandum and articles of association"
A document that replaces and combines a company’s core governing papers into a single, updated set of rules spelling out the company’s purpose, share structure, voting rights and how decisions are made. Think of it as rewriting and consolidating a household’s rulebook so everyone knows who controls what and how major choices are handled. Investors watch these changes because they can alter ownership rights, governance, dividend policy and takeover protections, affecting value and control.
Registration Rights Agreement financial
"Registration Rights Agreement, dated July 7, 2026, by and between the Company"
A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.
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FAQ

What did Freedom Metals Acquisition Corp. (FDMMU) raise in its IPO?
Freedom Metals Acquisition Corp. raised $275,000,000 in gross proceeds by selling 27,500,000 units at $10.00 per unit, each unit consisting of one Class A ordinary share and one-third of a redeemable warrant.

How is the $275 million of FDMMU’s IPO and private placement proceeds being held?
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 shareholder redemptions and liquidation scenarios.

What private placement did Freedom Metals Acquisition Corp. (FDMMU) complete at IPO closing?
Simultaneously with the IPO closing, the company sold 825,000 private placement units at $10.00 each to its sponsor and underwriters, generating $8,250,000 in gross proceeds, with no underwriting discounts or commissions paid on this sale.

What is the business combination deadline for Freedom Metals Acquisition Corp. (FDMMU)?
The company has 18 months from the IPO closing to complete its initial business combination, extendable to 24 months if a definitive agreement is executed within 18 months, subject to potential shareholder-approved extensions.

What do FDMMU’s units and warrants represent for investors?
Each unit includes one Class A ordinary share and one-third of a redeemable warrant. Each whole warrant allows the purchase of one Class A share at an exercise price of $11.50 per share, with no fractional warrants issued.

Which sector does Freedom Metals Acquisition Corp. (FDMMU) intend to target?
Freedom Metals Acquisition Corp. may pursue targets in any sector, but its primary focus is on businesses in the mining and critical minerals industry, seeking a merger or similar business combination within that space.
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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)

 

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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. ☐

 

 

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

 

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.

 

1

 

Item 3.02. Unregistered Sales of Equity Securities.

 

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.

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

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 audit committee of the Board (the “Audit Committee”), with Mr. Porter serving as chair of the Audit Committee. Each of Michael Porter, Bronwyn Barnes and Hugh Callaghan was appointed to the compensation committee of the Board (the “Compensation Committee”), with Mr. Porter serving as chair of the Compensation Committee.

 

On July 7, 2026, the Company entered into indemnity agreements with each of the Directors and executive officers of the Company, that require the Company to indemnify each of them to the fullest extent permitted by applicable law and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. The foregoing summary of the indemnity agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form of indemnity agreement, which is filed as Exhibit 10.6 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

 

On July 7, 2026, in connection with the Offering, the Company filed its amended and restated memorandum and articles of association (the “A&R Memorandum and Articles of Association”) with the Cayman Islands Registrar of Companies, which was effective on July 7, 2026. The terms of the A&R Memorandum and Articles of Association are set forth in the Registration Statement and are incorporated herein by reference. A copy of the A&R Memorandum and Articles of Association is attached as Exhibit 3.1 hereto and incorporated herein by reference.

 

Item 8.01. Other Events.

 

The information included in Item 1.01 and Item 3.02 of this Current Report on Form 8-K is incorporated herein by reference. 

 

A total of $275,000,000 of the proceeds from the Offering and the sale of the Private Placement Units (which amount includes up to $12,650,000 of the Underwriters’ deferred discount), was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds in the trust account that may be released to the Company to pay its taxes and for winding up and dissolution expenses, the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of the Company’s public shares if it is unable to complete its initial business combination within 18 months from the closing of the Offering (or 24 months from the closing of the Offering if the Company has executed a definitive agreement for its initial business combination within 18 months from the closing of the Offering) (the “Completion Window”), as such date may be extended by shareholder approval to amend the A&R Memorandum and Articles of Association to extend the date by which the Company must consummate its initial business combination, or by such earlier liquidation date as the Company’s board of directors may approve, subject to applicable law, and (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder vote to amend the A&R Memorandum and Articles of Association to modify the substance or timing of its obligation to redeem 100% of the Company’s public shares if it has not consummated an initial business combination within such Completion Window or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity.

 

2

 

On July 7, 2026, the Company issued a press release announcing the pricing of the Offering, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

On July 9, 2026, the Company issued a press release announcing the closing of the Offering, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

The following exhibits are being filed herewith:

 

Exhibit No.   Description
1.1   Underwriting Agreement, dated July 7, 2026, by and between the Company, Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC and Clear Street LLC, as representatives of the several underwriters.
3.1   Amended and Restated Memorandum and Articles of Association of the Company.
4.1   Warrant Agreement, dated July 7, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent.
10.1   Letter Agreement, dated July 7, 2026, by and among the Company, NLC America SPAC 1 LLC and each of the officers and directors of the Company.
10.2   Investment Management Trust Agreement, dated July 7, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee.
10.3   Registration Rights Agreement, dated July 7, 2026, by and between the Company and certain security holders.
10.4   Sponsor Private Placement Units Purchase Agreement, dated July 7, 2026, by and between the Company and NLC America SPAC 1 LLC.
10.5   Underwriter Private Placement Units Purchase Agreement, dated July 7, 2026, by and between the Company, Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, and Clear Street LLC.
10.6   Form of Indemnity Agreement.
10.7   Administrative Services Agreement, dated July 7, 2026, by and between the Company and NLC America SPAC 1 LLC.
10.8*   Advisory Agreement, dated July 7, 2026, by and between the Company and Next Layer Capital Markets LLC.
10.9*   Advisory Agreement, dated July 7, 2026, by and between the Company and SV Capital Advisors Inc.
99.1   Pricing Press Release, dated July 7, 2026.
99.2   Closing Press Release, dated July 9, 2026.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

*Certain personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K.

 

3

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  FREEDOM METALS ACQUISITION CORP.
     
  By: /s/ Peter Finan
  Name:  Peter Finan
  Title: Chief Executive Officer
Dated: July 9, 2026    

 

4

 

Exhibit 99.1

 

Freedom Metals Acquisition Corp. Announces the Pricing of $275,000,000 Initial Public Offering

 

New York, NY, July 07, 2026 (GLOBE NEWSWIRE) -- Freedom Metals Acquisition Corp. (the “Company”) announced today the pricing of its initial public offering of 27,500,000 units at a price of $10.00 per unit. The units are expected to be listed on The Nasdaq Stock Market LLC (“Nasdaq”) and begin trading tomorrow, July 8, 2026, under the ticker symbol “FDMMU.” Each unit consists of one Class A ordinary share and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share of the Company at an exercise price of $11.50 per share, subject to certain adjustments. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Once the securities comprising the units begin separate trading, the Class A ordinary shares and warrants are expected to be listed on Nasdaq under the symbols “FDMM” and “FDMMW,” respectively. The offering is expected to close on July 9, 2026, subject to customary closing conditions. The Company has granted the underwriters a 45-day option to purchase up to an additional 4,125,000 units at the initial public offering price to cover over-allotments, if any.

 

The Company is a blank check company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Company may pursue an acquisition opportunity in any industry, sector or geographic region. The Company’s primary focus, however, will be on target businesses in the mining and critical minerals industry. The Company’s management team is led by Peter Finan, its Chief Executive Officer, and Martin Zinny, its Chief Financial Officer. The Board also includes Bronwyn Barnes (Chairwoman), Dean Callas, Hugh Callaghan, Quinton Hennigh, and Michael Porter.

 

Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, and Clear Street LLC are acting as book-running managers for the offering.

 

The offering is being made only by means of a prospectus. When available, copies of the prospectus may be obtained from Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, 3 Columbus Circle, 24th Floor, New York, NY 10019, Attention: Prospectus Department, or by email at: capitalmarkets@cohencm.com, and from Clear Street LLC, 4 World Trade Center, 150 Greenwich Street, Floor 45, New York NY 10007, or by email at ECM@clearstreet.io.

 

A registration statement relating to the securities has been filed with the U.S. Securities and Exchange Commission (the “SEC”) and became effective on July 7, 2026. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

Forward-Looking Statements

 

This press release contains statements that constitute “forward-looking statements,” including with respect to the proposed initial public offering and the Company’s search for an initial business combination. No assurance can be given that the offering discussed above will be completed on the terms described, or at all, subject to certain adjustments.

 

Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the “Risk Factors” section of the Company’s registration statement and preliminary prospectus for the Company’s initial public offering filed with the SEC. Copies of these documents are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

 

Investor Contact:

 

Freedom Metals Acquisition Corp.
3250 NE 1st Ave, Suite 305, Miami, FL 33137
Attn: Peter Finan
(o) (855) 230-7271
peter@fmacquisitioncorp.com

 

 

Exhibit 99.2

 

Freedom Metals Acquisition Corp. Announces the Closing of $275 million Initial Public Offering

 

New York, NY, July 09, 2026 (GLOBE NEWSWIRE) -- Freedom Metals Acquisition Corp. (the “Company”) announced today the closing of its initial public offering of 27,500,000 units. The offering was priced at $10.00 per unit, resulting in gross proceeds of $275 million.

 

The Company’s units began trading on July 8, 2026 on The Nasdaq Global Market (“Nasdaq”) under the ticker symbol “FDMMU.” Each unit consists of one Class A ordinary share of the Company and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share of the Company at an exercise price of $11.50 per share, subject to certain adjustments. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Once the securities comprising the units begin separate trading, the Class A ordinary shares and warrants are expected to be listed on Nasdaq under the symbols “FDMM” and “FDMMW,” respectively.

 

The Company is a blank check company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Company may pursue an acquisition opportunity in any industry, sector or geographic region. The Company’s primary focus, however, will be on target businesses in the mining and critical minerals industry. The Company’s management team is led by Peter Finan, its Chief Executive Officer, and Martin Zinny, its Chief Financial Officer. The Board also includes Bronwyn Barnes (Chairwoman), Dean Callas, Hugh Callaghan, Quinton Hennigh, and Michael Porter.

 

Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, and Clear Street LLC acted as book-running managers for the offering.

 

The offering was made by means of a prospectus. Copies of the prospectus may be obtained from Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, 3 Columbus Circle, 24th Floor, New York, NY 10019, Attention: Prospectus Department, or by email at: capitalmarkets@cohencm.com, and from Clear Street LLC, 4 World Trade Center, 150 Greenwich Street, Floor 45, New York, NY 10007, or by email at ECM@clearstreet.io.

 

A registration statement relating to the securities was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on July 7, 2026. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

Forward-Looking Statements

 

This press release contains statements that constitute “forward-looking statements,” including with respect to the anticipated use of the net proceeds of the offering and the Company’s search for an initial business combination. No assurance can be given that the net proceeds of the offering will be used as indicated.

 

Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the “Risk Factors” section of the Company’s registration statement and prospectus for the Company’s initial public offering filed with the SEC. Copies of these documents are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

 

Investor Contact:

 

Freedom Metals Acquisition Corp.
3250 NE 1st Ave, Suite 305, Miami, FL 33137
Attn: Peter Finan
(o) (855) 230-7271
peter@fmacquisitioncorp.com

 

Source: View Original Filing on SEC EDGAR

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