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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): August 3, 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,
Florida 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 |
| 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 8.01.
Other Events.
Separate
Trading of Class A Ordinary Shares and Warrants
On
August 3, 2026, Freedom Metals Acquisition Corp. (the “Company”) announced that, commencing on August 4, 2026, the
holders of the units issued in the Company’s initial public offering (the “Units”), each consisting of one Class
A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one
redeemable warrant of the Company (each, a “Warrant”), with each whole Warrant entitling the holder thereof to purchase
one Class A Ordinary Share for $11.50 per share, may elect to separately trade the Class A Ordinary Shares and the Warrants included
in the Units. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. The Class A Ordinary
Shares and the Warrants are expected to trade on the Nasdaq Global Market under the symbols “FDMM” and “FDMMW,”
respectively. Units not separated will continue to trade on the Nasdaq Global Market under the symbol “FDMMU.” Holders of
Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in
order to separate the Units into Class A Ordinary Shares and Warrants.
Item 9.01
Financial Statement and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| |
|
| 99.1 |
|
Press Release dated August 3, 2026 |
| |
|
| 104 |
|
Cover Page Interactive
Data File (embedded within the Inline XBRL document). |
SIGNATURE
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: August 3, 2026 |
|
|
Exhibit 99.1
Freedom Metals Acquisition Corp. Announces the
Separate Trading of its Class A Ordinary Shares and Warrants, Commencing August 4, 2026
Miami, FL, August 3, 2026 (GLOBE NEWSWIRE) --
Freedom Metals Acquisition Corp. (Nasdaq: FDMMU) (the “Company”) announced today that, commencing August 4, 2026, the
holders of the units issued in the Company’s initial public offering (the “Units”), each consisting of one Class
A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one
redeemable warrant of the Company (each, a “Warrant”), with each whole Warrant entitling the holder thereof to purchase
one Class A Ordinary Share for $11.50 per share, may elect to separately trade the Class A Ordinary Shares and the Warrants included in
the Units. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. The Class A Ordinary
Shares and the Warrants are expected to trade on the Nasdaq Global Market under the symbols “FDMM” and “FDMMW,”
respectively. Units not separated will continue to trade on the Nasdaq Global Market under the symbol “FDMMU.”
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy the securities of the Company, 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.
About Freedom Metals Acquisition Corp.
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 business or industry or at any stage
of its corporate evolution but is focused on completing a business combination with an attractive target business within 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.
FORWARD-LOOKING STATEMENTS
This press release may include, and oral statements
made from time to time by representatives of the Company may include, “forward-looking statements” within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements regarding
possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of
historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,”
“believe,” “continue,” “could,” “estimate,” “expect,” “intend,”
“may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,”
“should,” “would” and similar expressions, as they relate to us or our management team, identify forward-looking
statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently
available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements
as a result of certain factors detailed in the Company’s filings with the Securities and Exchange Commission (“SEC”).
All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety
by this paragraph. 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. The Company undertakes no obligation to update these statements for revisions or changes after
the date of this release, except as required by law.
Company Contact
Freedom Metals Acquisition Corp.
Peter Finan, Chief Executive Officer
peter@fmacquisitioncorp.com