{"url_path":"/sec/cik-0002129659/8-k/2026-07-09/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-09","source_url":"https://www.sec.gov/Archives/edgar/data/2129659/0001213900-26-076724-index.html","accession_number":"0001213900-26-076724","cik":"0002129659","ticker":null,"issuer_name":"Freedom Metals Acquisition Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2129659/0001213900-26-076724-index.html","primary_entity_key":"0002129659","primary_entity_name":"Freedom Metals Acquisition Corp."},"word_count":606,"has_tables":true,"body_markdown":"**Item 1.01. Entry into a Material Definitive Agreement.**\n\n \n\nOn July 7, 2026, the registration statement\non Form S-1 (File No. 333-295972) relating to the initial public offering (the “Offering”) of Freedom Metals Acquisition\nCorp., a Cayman Islands exempted company (the “Company”), was declared effective by the U.S. Securities and Exchange\nCommission (the “Registration Statement”).\n\n \n\nOn July 9, 2026, the Company consummated the Offering,\nwhich consisted of 27,500,000 units (the “Units”). The Units were sold at a price of $10.00 per Unit, generating gross\nproceeds to the Company of $275,000,000. Each Unit consists of one Class A ordinary share, par value $0.0001 per share (the “Class\nA Ordinary Shares”), of the Company, and one-third of one redeemable warrant (each, a “Warrant”) of the Company,\nwith each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share.\n\n \n\nIn connection with the Offering, the Company entered\ninto the following agreements, forms of which were previously filed as exhibits to the Registration Statement for the Offering, originally\nfiled with the U.S. Securities and Exchange Commission on May 15, 2026, as amended:\n\n \n\n●An Underwriting Agreement, dated July 7, 2026, by and between\nthe Company, Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (“Cohen”)\nand Clear Street LLC (“CS”), as representatives of the several underwriters\n(the “Underwriters”), a copy of which is attached as Exhibit 1.1 hereto and\nincorporated herein by reference.\n\n \n\n●A Warrant Agreement, dated July 7, 2026, by and between the\nCompany and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated\nherein by reference.\n\n \n\n●A Letter Agreement, dated July 7, 2026, by and among the\nCompany, NLC America SPAC 1 LLC (the “Sponsor”) and each of the officers\nand directors of the Company, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.\n\n \n\n●An Investment Management Trust Agreement, dated July 7, 2026,\nby and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.2\nhereto and incorporated herein by reference.\n\n \n\n●A Registration Rights Agreement, dated July 7, 2026, by and\namong the Company and certain security holders, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference.\n\n \n\n●A Private Placement Units Purchase Agreement, dated July\n7, 2026, by and between the Company and the Sponsor (the “Sponsor Private Placement Units\nPurchase Agreement”), a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference.\n\n \n\n●A Private Placement Units Purchase Agreement, dated July\n7, 2026 (the “Underwriter Private Placement Units Purchase Agreement”), by\nand between the Company, Cohen and CS, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference.\n\n \n\n●Indemnity Agreements, dated July 7, 2026, by and between\nthe 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\nincorporated herein by reference.\n\n \n\n●An Administrative Services Agreement, dated July 7, 2026,\nby and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.7 hereto and incorporated herein by reference.\n\n \n\n●An Advisory Services Agreement, dated July 7, 2026, by and\nbetween the Company and Next Layer Capital Markets LLC, a copy of which is attached as Exhibit 10.8 hereto and incorporated herein by\nreference.\n\n \n\n●An Advisory Services Agreement, dated July 7, 2026, by and\nbetween the Company and SV Capital Advisors LLP, a copy of which is attached as Exhibit 10.9 hereto and incorporated herein by reference.\n\n \n\n1"}