NLC America SPAC 1 LLC 3
3 · Freedom Metals Acquisition Corp. · Filed Jul 7, 2026
Insider Transaction Report
Form 3
NLC America SPAC 1 LLC
10% Owner
Holdings
Class B Ordinary Shares
[F1][F2][F3]→ Class A Ordinary Shares (10,541,667 underlying)
Footnotes (3)
- [F1]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.
- [F2]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.
- [F3]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.