{"url_path":"/sec/cik-0002136530/8-k/2026-07-06/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":"2026-07-06","source_url":"https://www.sec.gov/Archives/edgar/data/2136530/0001104659-26-080775-index.html","accession_number":"0001104659-26-080775","cik":"0002136530","ticker":null,"issuer_name":"Meridian3 Industrials Acquisition Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/2136530/0001104659-26-080775-index.html","primary_entity_key":"0002136530","primary_entity_name":"Meridian3 Industrials Acquisition Corp"},"word_count":533,"has_tables":true,"body_markdown":"**Item 1.01. Entry into a Material Definitive Agreement.**\n\nOn\nJuly 1, 2026, Meridian3 Industrials Acquisition Corp (the “Company”) consummated its initial public offering (“IPO”)\nof 20,125,000 units (the “Units”). Each Unit consists of one Class A ordinary share of the Company, par value\n$0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant of the Company (each\nwhole warrant, a “Warrant”), with each Warrant entitling the holder thereof to purchase one Class A Ordinary\nShare for $11.50 per share, subject to adjustment, beginning 30 days after the completion of the Company’s initial business combination.\nThe Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $201,250,000.\n\nIn connection with the IPO,\nthe Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s Registration\nStatement on Form S-1 (File No. 333-296506) for the IPO, initially filed with the U.S. Securities and Exchange Commission (the\n“Commission”) on June 4, 2026 (the “Registration Statement”):\n\n·An\nUnderwriting Agreement, dated July 1, 2026, by and between the Company and Cantor Fitzgerald & Co. (\"Cantor\"),\nas the sole underwriter, a copy of which is attached as Exhibit 1.1 hereto and is incorporated herein by reference.\n\n·A\nWarrant Agreement, dated July 1, 2026, by and between the Company and Continental Stock Transfer & Trust Company (“Continental”),\nas warrant agent, a copy of which is attached as Exhibit 4.4 hereto and is incorporated herein by reference.\n\n·A\nLetter Agreement, dated July 1, 2026, by and among the Company, its executive officers, its directors and a senior advisor as well\nas Meridian3 Partners Sponsor LLC, the Company’s sponsor (the “Sponsor”), a copy of which is\nattached as Exhibit 10.1 hereto and is incorporated herein by reference.\n\n·An\nInvestment Management Trust Agreement, dated July 1, 2026, by and between the Company and Continental, as trustee, a copy of which\nis attached as Exhibit 10.2 hereto and is incorporated herein by reference.\n\n·A\nRegistration Rights Agreement, dated July 1, 2026, by and among the Company, the Sponsor, Cantor and the holders signatory thereto,\na copy of which is attached as Exhibit 10.3 hereto and is incorporated herein by reference.\n\n·A\nPrivate Placement Warrants Purchase Agreement, dated July 1, 2026, by and between the Company and the Sponsor (the “Sponsor\nPrivate Placement Warrants Purchase Agreement”), a copy of which is attached as Exhibit 10.4 hereto and is incorporated\nherein by reference.\n\n·A\nPrivate Placement Warrants Purchase Agreement, dated July 1, 2026, by and between the Company and Cantor (the “Cantor Private\nPlacement Warrants Purchase Agreement” and together with the Sponsor Private Placement Warrants Purchase Agreement, the “Private\nPlacement Warrants Purchase Agreements”), a copy of which is attached as Exhibit 10.5 hereto and is incorporated herein\nby reference.\n\n·An\nAdministrative Services and Indemnification Agreement, dated July 1, 2026, by and between the Company and the Sponsor, a copy of\nwhich is attached as Exhibit 10.9 hereto and is incorporated herein by reference.\n\n1\n\nThe material terms of such\nagreements are fully described in the Company’s final prospectus, dated July 1, 2026, as filed with the Commission on July 1,\n2026 (the “Prospectus”) and are incorporated herein by reference."}