Freedom Metals Acquisition Corp. (FDMMU) sponsor discloses 10.5M Class B founder shares

Rhea-AI Filing Summary

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.

Insights

SPAC & capital markets analyst

Sponsor reports standard low-cost founder stake; no open-market trading.

NLC America SPAC 1 LLC holds 10,541,667 Class B founder shares at a nominal aggregate cost of $25,000. These will automatically convert into Class A shares on a one-for-one basis after the initial business combination, aligning the sponsor’s upside with the company’s future transaction.

Up to 1,375,000 founder shares are subject to forfeiture if underwriters do not fully exercise their over-allotment option, tying part of the stake to IPO sizing. Director Constantine George Callas is linked through control of the sponsor’s managing member but expressly limits beneficial ownership to his pecuniary interest.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider NLC America SPAC 1 LLC, Callas Constantine George

Role 10% Owner | Director, 10% Owner

Type	Security	Shares	Price	Value
holding	Class B Ordinary Shares	--	--	--

Holdings After Transaction: Class B Ordinary Shares — 10,541,667 shares (Direct)

Footnotes (1)

1. As described in the registration statement on Form S-1 of Freedom Metals Acquisition Corp. (the "Issuer") under the heading "Description of Securities--Founder Shares," the Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the Issuer's initial business combination, or at any time prior thereto at the option of the holder, on a one-for-one basis, subject to certain adjustments. The Class B ordinary shares have no expiration date. These shares represent the Class B ordinary shares held by NLC America SPAC 1 LLC (the "Sponsor"). On March 23, 2026, the Sponsor acquired 10,541,667 Class B ordinary shares for an aggregate purchase price of $25,000 (approximately $0.0024 per share) pursuant to a subscription agreement by and between the Issuer and the Sponsor. The Class B ordinary shares include up to 1,375,000 shares that are subject to forfeiture in the event the underwriters of the Issuer's initial public offering do not exercise their over-allotment option in full, as described in the Issuer's registration statement. NLC SPAC Sponsor 1 LLC ("NS1") is the managing member of the Sponsor, and Dean Callas is the managing member of NS1. As such, Mr. Callas holds voting and investment discretion with respect to the ordinary shares held of record by the Sponsor and may be deemed to have beneficial ownership of the securities held of record by the Sponsor. Mr. Callas disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Key Figures

Founder shares held: 10,541,667 Class B ordinary shares Aggregate purchase price: $25,000 Per-share purchase price: approximately $0.0024 per share +3 more

6 metrics

Founder shares held 10,541,667 Class B ordinary shares Class B ordinary shares held by NLC America SPAC 1 LLC following the reported holding

Aggregate purchase price $25,000 Total paid by the sponsor on March 23, 2026 for 10,541,667 Class B ordinary shares

Per-share purchase price approximately $0.0024 per share Implied price for the sponsor’s acquisition of Class B ordinary shares

Shares subject to forfeiture 1,375,000 shares Portion of Class B ordinary shares forfeitable if IPO over-allotment option is not fully exercised

Conversion ratio one-for-one Class B ordinary shares convert into Class A ordinary shares on a one-for-one basis, subject to adjustments

Underlying Class A shares 10,541,667 Class A ordinary shares Underlying Class A shares corresponding to the Class B ordinary shares reported as held

Key Terms

Class B ordinary shares, over-allotment option, beneficial ownership, founder shares, +1 more

5 terms

Class B ordinary shares financial

"the Class B ordinary shares will automatically convert into Class A ordinary shares"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

over-allotment option financial

"subject to forfeiture in the event the underwriters ... do not exercise their over-allotment option"

An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.

beneficial ownership financial

"may be deemed to have beneficial ownership of the securities held of record by the Sponsor"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

founder shares financial

"Description of Securities--Founder Shares, the Class B ordinary shares will automatically convert"

Founder shares are the ownership stakes given to the people who start a company, often with extra voting power or protections compared with ordinary shares. For investors, they matter because founders’ control and incentives influence decisions about strategy, hiring, and whether the company sells or stays independent — like a family that keeps majority voting rights in a household decision. High founder ownership can mean stable leadership but also a risk that outside shareholders have less influence.

pecuniary interest financial

"disclaims any beneficial ownership ... other than to the extent of any pecuniary interest"

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FAQ

What ownership does NLC America SPAC 1 LLC report in Freedom Metals Acquisition Corp. (FDMMU)?

NLC America SPAC 1 LLC reports beneficial ownership of 10,541,667 Class B ordinary shares of Freedom Metals Acquisition Corp., all held directly as founder shares convertible into Class A ordinary shares on a one-for-one basis, subject to adjustments and potential partial forfeiture.

At what price were the Freedom Metals (FDMMU) founder shares acquired by the sponsor?

The sponsor acquired 10,541,667 Class B ordinary shares for an aggregate purchase price of $25,000, or approximately $0.0024 per share, under a subscription agreement between Freedom Metals Acquisition Corp. and NLC America SPAC 1 LLC.

How do Freedom Metals (FDMMU) Class B ordinary shares convert into Class A shares?

Freedom Metals’ Class B ordinary shares automatically convert into Class A ordinary shares concurrently with or immediately after the initial business combination, or earlier at the holder’s option, on a one-for-one basis, subject to certain adjustments, and have no expiration date.

How many Freedom Metals (FDMMU) founder shares are subject to forfeiture?

Of the sponsor’s 10,541,667 Class B ordinary shares, up to 1,375,000 shares are subject to forfeiture if the underwriters of Freedom Metals Acquisition Corp.’s initial public offering do not exercise their over-allotment option in full, as described in its registration statement.

What is Constantine George Callas’s relationship to the Freedom Metals (FDMMU) sponsor shares?

Constantine George Callas is a director and, through NLC SPAC Sponsor 1 LLC as managing member of the sponsor, holds voting and investment discretion over the founder shares and may be deemed a beneficial owner, while disclaiming ownership beyond any pecuniary interest.

Do the Freedom Metals (FDMMU) Class B ordinary shares have an expiration date?

The Class B ordinary shares of Freedom Metals Acquisition Corp. have no expiration date. They will automatically convert into Class A ordinary shares in connection with the company’s initial business combination or earlier at the holder’s option.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

NLC America SPAC 1 LLC

(Last) (First) (Middle)

3250 NE 1ST AVE, 305

(Street)

MIAMI FLORIDA 33137

(City) (State) (Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
07/07/2026

3. Issuer Name and Ticker or Trading Symbol
Freedom Metals Acquisition Corp. [ FDMM ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Ordinary Shares(1)	(1)	(1)	Class A Ordinary Shares	10,541,667(2)	(1)	D(2)(3)

1. Name and Address of Reporting Person^*

NLC America SPAC 1 LLC

(Last) (First) (Middle)

3250 NE 1ST AVE, 305

(Street)

MIAMI FLORIDA 33137

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Callas Constantine George

(Last) (First) (Middle)

3250 NE 1ST AVE, STE 305

(Street)

MIAMI FLORIDA 33137

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. As described in the registration statement on Form S-1 of Freedom Metals Acquisition Corp. (the "Issuer") under the heading "Description of Securities--Founder Shares," the Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the Issuer's initial business combination, or at any time prior thereto at the option of the holder, on a one-for-one basis, subject to certain adjustments. The Class B ordinary shares have no expiration date.

2. These shares represent the Class B ordinary shares held by NLC America SPAC 1 LLC (the "Sponsor"). On March 23, 2026, the Sponsor acquired 10,541,667 Class B ordinary shares for an aggregate purchase price of $25,000 (approximately $0.0024 per share) pursuant to a subscription agreement by and between the Issuer and the Sponsor. The Class B ordinary shares include up to 1,375,000 shares that are subject to forfeiture in the event the underwriters of the Issuer's initial public offering do not exercise their over-allotment option in full, as described in the Issuer's registration statement.

3. NLC SPAC Sponsor 1 LLC ("NS1") is the managing member of the Sponsor, and Dean Callas is the managing member of NS1. As such, Mr. Callas holds voting and investment discretion with respect to the ordinary shares held of record by the Sponsor and may be deemed to have beneficial ownership of the securities held of record by the Sponsor. Mr. Callas disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

	/s/ Constantine Callas, authorized signatory of NLC America SPAC 1 LLC.	07/07/2026
	/s/ Constantine Callas	07/07/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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* Form 3: SEC 1473 (03-26)