Freedom Metals Acquisition
FDMM · Nasdaq · Metals/Mining
NO ACTION REQUIRED
Nothing required today
No redemption election is on file for this SPAC. A date appears here the day one is filed.
Not a redemption window — reaching it gives you no right to cash.
Cash per share
Held for each public share, as last filed on 8 Jul.
Last close
2.2% below cash vs estimated NAV
Daily close · 4 Sept 2026
SpacBrain’s read
Floor not confirmed
No redemption window has closed — but no dated redemption election is on file for this name either, so we cannot show you a date to act by.
What we do have: no window has closed, and the deadline we compute for it runs to 8 January 2028 — our arithmetic off the IPO date and the charter term, not a date any filing we hold states. That deadline is not itself a window you can redeem into. The full chain of evidence is under Evidence.
Change on the last daily close0.0% day
That is $0.15 below the $10.00 of cash held per share as last filed — though the right to claim that cash is not confirmed on file. Against our ESTIMATE of what the trust holds today — ~$10.07, the filed figure carried forward at the T-bill — the same price is 2.2% below the cash. That estimate is our arithmetic, not a filing.
In plain terms
- What it is
- A $275M SPAC from NLC America SPAC 1 LLC, listed on Nasdaq in July 2026.
- What it's doing now
- It is still looking: no purchase has been announced. No filing we hold states the date it has to agree one by; our own estimate, from the IPO date and the charter term, is 8 January 2028. After that date it must ask shareholders for more time, or give the money back and close.
- What you should know
- We have no filed date on which you could claim the cash back, so we cannot tell you a day to act by. That is a gap in the public record, not a statement that the right has gone.
At a glance
- Where it stands
- Searching · next dated event 8 January 2028
- charter deadline (our estimate) — not a date on which you can claim cash.
- Merging with
- No target announced — still searching.
- Industry
- Metals/Mining
- What it set out to buy: Metals/Mining
- Deal value
- not stated in the filings we hold
- Price vs cash floor
- $9.85 vs $10.00
- $0.15 below the last filed cash held for you; 2.2% below cash against our estimated ~$10.07
- Cash left in trust
- not yet extracted into a snapshot — the filings below may state it
- IPO
- 8 July 2026
- $275M raised · 100.0% of each $10 unit into trust
- Headquarters
- 3250 NE 1ST AVE, STE 305, MIAMI, FL, 33137
- registered in the Cayman Islands
- Lead underwriter
- Cohen & Company Capital Markets
- Key officers
- Barnes Bronwyn Lesley (Director) · Callas Constantine George (Director) · Zinny Martin Guillermo (Chief Financial Officer)
- Listed securities
- FDMM common · FDMMU unit $9.96 · FDMM common $9.86
As last filed, 8 July 2026.
source: 424B4 acc 0001213900-26-076386
Modelled, not filed: $10.00 filed 8 July 2026, compounded 63 days at the 3.94% 3-month T-bill (treasury.gov daily par yield curve). No tax drag, extension deposits or dissolution costs are modelled.
- vs last filed NAV
- 1.5%below cash
- $10.00, 424B4 as of Jul 8, 2026, acc 0001213900-26-076386
- vs estimated NAV today (our estimate)
- 2.2%below cash
- ~$10.07, accrued 63 days at 3.94%
Two denominators, one price. The filed figure is what a document says the trust held on its date; the estimate carries it forward at the T-bill for the days since, which is our arithmetic and not a filing.
The date by which this SPAC must close a combination or return the trust. Reaching it is not itself a redemption window. What an outside date is →
Yield to redemption
No dated redemption window on file — no yield to compute.
We hold no redemption election for this SPAC. The only dated event on file is the charter deadline on Jan 8, 2028, which pays a holder nothing — so no yield can be measured to it. An unsourced date would make the yield look filed when it is not.
What is protecting this price
The reasoning behind the verdict above, in the order the filings establish it.
- No dated redemption election is on file for this name. That is an absence in the record, not proof that the right has gone — but it does mean this page cannot tell you a day to act by.
- Cash held in trust is $10.00 per share as last filed. That is the figure a redemption pays out at, plus whatever interest the trust earns between the filing and the window.
- The charter runs to a date no filing we hold states; from the IPO date and the charter term we estimate 8 January 2028. Whenever it falls, if no deal closes by then the trust is returned to holders — a floor of a different kind: it pays out, but you do not choose when, and this one you should read out of the prospectus yourself.
What has happened, and what is coming
1 dated milestoneEvery dated step from the day it listed to the next date you may have to act on. Where you have to do something, the day your broker needs the instruction is marked too.
- 8 July 2026IPOpassed
$275M raised into trust
The score
deterministic, from filed fieldsOne number for the shape of the bet: how much upside you are getting per unit of downside. It is arithmetic over filed fields, not a rating and not advice — and it is the same number this SPAC carries on the leaderboard, the screener and the deal list, because all four read one engine.
1.5% below the last filed trust — floor not confirmed — no redemption election on file
The blend is trust discount (40 points), deal stage (30), sponsor track record (18) and time to catalyst (12). Every input is a real sourced field; where one is missing, confidence drops rather than a number being invented.
The company
from SEC filingsRead the full profile
Freedom Metals Acquisition Corp. is a Cayman Islands-exempted blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. The company, headquartered at 3250 NE 1st Ave, Suite 305, Miami, FL 33137, intends to focus on target businesses in the mining and critical minerals industry, though it may pursue an acquisition opportunity in any business, industry, sector, or geographical location. Peter Finan serves as Chief Executive Officer.
The company conducted its initial public offering on July 8, 2026, raising $275,000,000 through the sale of 27,500,000 units at $10.00 per unit. Each unit consists of one Class A ordinary share and one-third of one redeemable warrant, with each whole warrant exercisable to purchase one Class A ordinary share at $11.50 per share. The units trade on the Nasdaq Global Market under the symbol FDMMU, with the Class A ordinary shares and warrants trading separately under the symbols FDMM and FDMMW, respectively. The full gross proceeds of $275,000,000 ($10.00 per unit) were placed in a U.S.-based trust account with Equiniti Trust Company, LLC as trustee. The underwriters, led by Cohen Company Capital Markets, hold a 45-day over-allotment option for up to 4,125,000 additional units.
The company's sponsor is NLC America SPAC 1 LLC, a Delaware limited liability company, which purchased 10,541,667 Class B founder shares for $25,000 prior to the IPO and has committed to purchase 550,000 private placement units at $10.00 per unit in a concurrent private placement. Freedom Metals Acquisition Corp. must consummate its initial business combination within 18 months of the closing of the offering, or within 24 months if it has executed a definitive agreement within the initial 18-month period. No business combination target has been selected, and no substantive discussions with any target have been initiated as of the filing date.
Material findings
from the full read of every filingEvery document this company files gets read whole — body and exhibits. These are the ones the read flagged as material, newest first, each citing its filing.
For investors tracking redemption mechanics and deal progress, this filing confirms the trust is fully funded at $10.00 per public share, there is currently no target or substantive deal discussions, and there is no extension mechanism beyond 18 months absent a definitive agreement signed within that window. It also establishes sponsor compensation, service-fee, waiver, and voting commitments that bear on sponsor conduct and future redemption economics.
Decoupling the units expands secondary market liquidity and enables independent pricing of base equity versus leveraged warrant exposure prior to any de-SPAC transaction. The press release, attributed to company management, confirms the firm continues targeting a business combination within the mining and critical minerals industry. It identifies Peter Finan as Chief Executive Officer, Martin Zinny as Chief Financial Officer, and lists the board as Chairwoman Bronwyn Barnes, Dean Callas, Hugh Callaghan, Quinton Hennigh, and Michael Porter. Each whole warrant carries a stated exercise price of $11.50 per share. The filing provides no financial performance data, customer contracts, revenue figures, or deal milestone dates. All statements regarding industry focus, acquisition strategy, and timing expectations are presented as forward-looking assertions by management and are explicitly qualified by standard regulatory disclaimers noting that actual results may differ materially based on assumptions currently available to the company.
This filing permanently sets the public shareholder redemption value at $10.00 per share with $275,000,000 fully funded in the trust account, establishing the baseline for future redemptions or liquidations. It locks the 18-month execution timeline, confirming the January 2028 liquidation deadline. By forfeiting the over-allotment, the sponsor eliminated potential dilution but retained 9,166,667 founder shares, cementing the approximate 25.0% insider ownership ratio outlined in Note 7. The fixed $25,000 monthly administrative draw, combined with the $11,000,000 deferred underwriting commission and the $1,375,000 plus $2,750,000 advisor fees payable upon business combination, defines the pre-deal cash burn trajectory and post-combination capital structure. With zero operations and no active merger targets yet announced, investor outcomes are entirely dependent on sponsor execution speed, the availability of the $1,500,000 working capital line, and compliance with the 18-to-24 month completion window before trust principal is released to cover permitted withdrawals and dissolution expenses.
This filing establishes the SPAC's capital structure for investors: a trust of $275 million ($10.00 per public share), a deadline of 18 months from closing (or 24 months if a definitive agreement is signed within 18 months) to complete a business combination, and a management team focused on mining and critical minerals targets. The filing also details sponsor and insider lock-up agreements, share conversion mechanics, and redemption rights for public shareholders.
This filing sets the entire redemption calendar and trust mechanics for FDMM: the deadline clock starts at the IPO closing (delivery expected on or about July 9, 2026), public shareholders can redeem at trust value when a deal or extension is voted on, and the sponsor has waived redemption and liquidation rights on founder shares. It also shows sponsor economics and conduct: sponsor paid only $0.0024 per founder share and is buying private placement units; sponsor affiliate NLC and SV-affiliated advisor Dan Nash receive IPO and deal-closing advisory fees, sponsor gets up to $25,000 per month for administrative services, up to $300,000 of pre-IPO loans are repayable, and up to $1,500,000 of working capital loans may convert into units. The financial statements show no cash, a $125,540 working capital deficit at March 31, 2026, and an auditor going-concern explanatory paragraph, underscoring that completion of this IPO was necessary to fund the SPAC.
This filing establishes the complete terms of the SPAC's IPO, including trust account size ($275M, $10.00 per public share), warrant coverage (one-third warrant per unit, $11.50 strike price), deadline for business combination (18 months from closing, extendable to 24 months if a definitive agreement is signed within 18 months, with further shareholder-approved extensions possible), redemption rights for public shareholders (subject to a 15% cap on redemptions per holder if a shareholder vote is used), and sponsor/underwriter private placements (825,000 units total at $10.00). The dilution analysis shows significant dilution to public shareholders, especially if high redemption occurs (at 100% redemption, pro forma net tangible book value per share is $(0.93)). Sponsor obtained founder shares at $0.0024 per share, creating potential conflicts. The prospectus discloses that no target discussions have occurred and that the company will focus on critical minerals and mining. The filing is essential for investors to evaluate the SPAC's structure, risks, and sponsor incentives.
Show 1 more material filings
Establishes the full terms of the IPO: 27,500,000 units at $10.00 per unit (plus over-allotment), trust of $275 million ($10 per share), 18-month deadline to complete an initial business combination (extendable to 24 months if a definitive agreement is signed within 18 months), sponsor purchased founder shares at $0.0024 per share, and redemption rights are provided. The filing also reveals a going-concern qualification from the auditor due to no cash and a working capital deficit prior to the offering, and details significant conflicts of interest involving the sponsor and management.
Filings
live EDGAR feedEverything this company has filed with the SEC recently, newest first, each with a plain summary of what changed and why it matters.
What changed: Quarterly report on Form 10-Q for the quarter ended June 30, 2026, filed August 21, 2026, covering FDMM's pre-IPO formation period and the subsequent July 9, 2026 IPO and trust funding. This is FDMM's first quarterly report as a public shell. It states no Business Combination target has been selected and no substantive discussions with any target have occurred. The July 9, 2026 IPO sold 27,500,000 units at $10.00 per unit, generating gross proceeds of $275,000,000, and $275,000,000 ($10.00 per unit) was deposited in the trust account. The underwriters forfeited the over-allotment option, and 1,375,000 Class B founder shares were surrendered by the sponsor. Simultaneously, 825,000 private placement units were sold for $8,250,000. The report also details transaction costs of $27,539,727, post-IPO cash of $2,382,295, working capital of $2,018,561, and the 18-month Completion Window (24 months if a definitive agreement is signed within 18 months). Why it matters: For investors tracking redemption mechanics and deal progress, this filing confirms the trust is fully funded at $10.00 per public share, there is currently no target or substantive deal discussions, and there is no extension mechanism beyond 18 months absent a definitive agreement signed within that window. It also establishes sponsor compensation, service-fee, waiver, and voting commitments that bear on sponsor conduct and future redemption economics.
What changed: This document is an SEC Form 8-K Current Report containing an attached press release, announcing the commencement of separate trading for the company’s Class A ordinary shares and redeemable warrants. The filing introduces a structural trading mechanic without altering redemption or business combination parameters. Starting August 4, 2026, holders of units issued in the initial public offering may elect to separate each unit into one Class A ordinary share (par value $0.0001 per share) and one-third of one redeemable warrant. The company will not issue fractional warrants upon separation; only whole warrants will trade. Separated Class A ordinary shares and warrants will trade on the Nasdaq Global Market under symbols FDMM and FDMMW, respectively, while uns separated units continue trading as FDMMU. Holders must instruct their brokers to contact transfer agent Continental Stock Transfer & Trust Company to execute the separation. The filing does not amend the stated January 8, 2028 business combination deadline, discloses no changes to the trust account balance or per-share redemption price, and reports no definitive agreement, closing, or material modification to sponsor conduct. The company remains in a SEARCHING status. Why it matters: Decoupling the units expands secondary market liquidity and enables independent pricing of base equity versus leveraged warrant exposure prior to any de-SPAC transaction. The press release, attributed to company management, confirms the firm continues targeting a business combination within the mining and critical minerals industry. It identifies Peter Finan as Chief Executive Officer, Martin Zinny as Chief Financial Officer, and lists the board as Chairwoman Bronwyn Barnes, Dean Callas, Hugh Callaghan, Quinton Hennigh, and Michael Porter. Each whole warrant carries a stated exercise price of $11.50 per share. The filing provides no financial performance data, customer contracts, revenue figures, or deal milestone dates. All statements regarding industry focus, acquisition strategy, and timing expectations are presented as forward-looking assertions by management and are explicitly qualified by standard regulatory disclaimers noting that actual results may differ materially based on assumptions currently available to the company.
What changed: A Form 8-K Current Report (Items 8.01 and 9.01) disclosing the consummation of Freedom Metals Acquisition Corp.'s initial public offering on July 9, 2026, alongside the attachment of its audited balance sheet as of that date. Mechanics: According to the 8-K, the Company sold 27,500,000 public units at $10.00 per unit, generating $275,000,000 in gross proceeds. Simultaneously, the registrant completed a private placement of 825,000 units to the Sponsor (550,000 units), Cohen & Company Capital Markets (261,250 units), and Clear Street LLC (13,750 units) for $8,250,000. The filing states that $275,000,000 was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company. On July 9, 2026, the underwriters forfeited their over-allotment option, prompting the Sponsor to surrender 1,375,000 Class B ordinary shares, leaving 9,166,667 founder shares outstanding. The audited balance sheet discloses $2,382,295 in working capital cash, $11,000,000 in deferred underwriting liabilities, and a shareholders’ deficit of $(8,981,439). Substantive Terms: The Company stated it intends to focus on target businesses in the mining and critical minerals industry, though Note 1 of the financial statements clarifies no specific target has been selected and no substantive discussions have occurred. The registrant established an 18-month completion window from closing, extendable to 24 months if a definitive agreement is executed within 18 months. An administrative services agreement commits $25,000 per month to the Sponsor beginning July 7, 2026. Advisory agreements with Next Layer Capital Markets, LLC and SV Capital Advisors Inc. entitle them to 0.5% ($1,375,000 aggregate less reimbursable expenses up to $75,000) of proceeds immediately, plus 1.0% ($2,750,000 aggregate) at business combination closing. Up to $1,500,000 in non-obligatory working capital loans remains available from insiders, convertible at $10.00 per unit. Why it matters: This filing permanently sets the public shareholder redemption value at $10.00 per share with $275,000,000 fully funded in the trust account, establishing the baseline for future redemptions or liquidations. It locks the 18-month execution timeline, confirming the January 2028 liquidation deadline. By forfeiting the over-allotment, the sponsor eliminated potential dilution but retained 9,166,667 founder shares, cementing the approximate 25.0% insider ownership ratio outlined in Note 7. The fixed $25,000 monthly administrative draw, combined with the $11,000,000 deferred underwriting commission and the $1,375,000 plus $2,750,000 advisor fees payable upon business combination, defines the pre-deal cash burn trajectory and post-combination capital structure. With zero operations and no active merger targets yet announced, investor outcomes are entirely dependent on sponsor execution speed, the availability of the $1,500,000 working capital line, and compliance with the 18-to-24 month completion window before trust principal is released to cover permitted withdrawals and dissolution expenses.
What changed: Form 8-K (Current Report) filed by Freedom Metals Acquisition Corp. to report the closing of its initial public offering. The Company consummated its IPO on July 9, 2026, selling 27,500,000 units at $10.00 per unit for gross proceeds of $275,000,000. Simultaneously, it completed a private placement of 825,000 units to the sponsor and underwriters for $8,250,000. A total of $275,000,000 from the offering and private placement proceeds was deposited into a trust account (including up to $12,650,000 in deferred underwriting discounts). The Company also appointed its initial board of directors and audit/compensation committees, filed its amended and restated memorandum and articles of association, and entered into various definitive agreements (underwriting, warrant, letter, investment management trust, registration rights, private placement, indemnity, administrative services, and advisory agreements). Why it matters: This filing establishes the SPAC's capital structure for investors: a trust of $275 million ($10.00 per public share), a deadline of 18 months from closing (or 24 months if a definitive agreement is signed within 18 months) to complete a business combination, and a management team focused on mining and critical minerals targets. The filing also details sponsor and insider lock-up agreements, share conversion mechanics, and redemption rights for public shareholders.
What changed: Final prospectus on Form 424B4 for Freedom Metals Acquisition Corp.'s initial public offering, dated July 7, 2026 and filed July 8, 2026: a blank-check company IPO of 27,500,000 units at $10.00 per unit (plus 4,125,000 over-allotment units), each unit consisting of one Class A ordinary share and one-third of one redeemable warrant. The SPAC has not selected any target and states no substantive discussions have been initiated. This is the IPO prospectus establishing the trust and structural terms; no target or deal progress is disclosed. Gross proceeds of $275,000,000 ($316,250,000 if over-allotment exercised in full) go into a U.S. trust account, $10.00 per unit; sponsor and underwriters buy 825,000 private placement units at $10.00 (907,500 if over-allotment). Founder shares total 10,541,667 Class B shares bought by sponsor for $25,000 ($0.0024 per share), up to 1,375,000 subject to forfeiture. Completion window is 18 months from closing (24 months if a definitive agreement is executed within 18 months), extendable by shareholder vote with redemption rights. Public shareholders get redemption at trust value ($10.00 per share initially, plus interest) in connection with a business combination or extension, with a 15% redemption cap if a shareholder vote is used. Warrants are exercisable at $11.50 per share, 30 days after a business combination. No target has been selected and no substantive discussions have occurred. Why it matters: This filing sets the entire redemption calendar and trust mechanics for FDMM: the deadline clock starts at the IPO closing (delivery expected on or about July 9, 2026), public shareholders can redeem at trust value when a deal or extension is voted on, and the sponsor has waived redemption and liquidation rights on founder shares. It also shows sponsor economics and conduct: sponsor paid only $0.0024 per founder share and is buying private placement units; sponsor affiliate NLC and SV-affiliated advisor Dan Nash receive IPO and deal-closing advisory fees, sponsor gets up to $25,000 per month for administrative services, up to $300,000 of pre-IPO loans are repayable, and up to $1,500,000 of working capital loans may convert into units. The financial statements show no cash, a $125,540 working capital deficit at March 31, 2026, and an auditor going-concern explanatory paragraph, underscoring that completion of this IPO was necessary to fund the SPAC.
Show the other 10 filings
What changed: A Form 3 insider ownership report filed with the SEC on July 7, 2026, by Zinny Martin Guillermo, Chief Financial Officer of Freedom Metals Acquisition Corp. (FDMM), documenting no non-derivative transactions or holdings. None. The filing explicitly states 'No non-derivative transactions or holdings reported,' confirming no equity purchases, sales, conversions, or option exercises by the CFO. Accordingly, there are no updates to the redemption calendar, trust account balances, extension filings, business combination negotiations, or sponsor conduct. Why it matters: For investors tracking liquidity windows, capital preservation, and executive alignment, this routine compliance exhibit indicates the company’s chief financial officer made no public-market equity moves that would signal conviction ahead of the January 8, 2028 deadline. The document contains no claims regarding customers, revenue, market size, proprietary technology, partnership pipelines, litigation exposures, or personnel adjustments. Because the SEC submission bears no actionable figures or strategic commentary, it provides no tradable proxy for management sentiment while the SPAC remains in SEARCHING status. All assertions and attributions originate solely from the issuer’s July 7, 2026 filing, which requires no computational derivation or convention-based adjustment to interpret.
What changed: Form 8-A filing to register specific classes of securities for listing on The Nasdaq Stock Market LLC pursuant to Section 12(b) of the Securities Exchange Act of 1934. Nothing changed regarding redemption mechanics, trust distribution provisions, business combination deadlines, or extension rights. The filing merely registers three instrument classes previously defined in the initial registration statement filed May 15, 2026. It states that each Unit consists of one Class A ordinary share ($0.0001 par value) and one-third of one redeemable warrant. Each whole warrant carries a stated exercise price of $11.50 and is exercisable for one Class A ordinary share. Chief Executive Officer Peter Finan signed the document on July 7, 2026. The filing discloses no updates to target acquisition timelines, sponsor governance, or trust account terms. Why it matters: This is a standard exchange listing registration that confirms the mechanical layout of the publicly traded capital stack but delivers no intelligence on deal execution or shareholder exit windows. Because it incorporates the full description of the units, shares, and warrants by reference to the May 15, 2026 S-1 without amendment, it freezes the existing economic structure—the $0.0001 share par value and the $11.50 warrant strike price—while providing no insight into whether management intends to extend the search period, renegotiate redemption thresholds, secure PIPE commitments, or face sponsor conduct scrutiny. Investors monitoring whether the SPAC will convert via merger, liquidate upon deadline expiration, or adjust trust payout formulas will need to await subsequent proxy solicitations, tender offer filings, or Nasdaq compliance correspondence, as this administrative submission alters neither fiduciary duties nor capital call triggers.
What changed: SEC Form 3 — Initial Statement of Beneficial Ownership by a Director. The filing identifies Director Michael William Porter as the reporting person for Freedom Metals Acquisition Corp. and explicitly states that he holds no non-derivative transactions or beneficial holdings. Mechanically, this introduces no modification to the SPAC’s framework: the entity’s SEARCHING status persists, the trust account maintains the documented $10 per share valuation, and the business combination window continues unadjusted toward the 2028-01-08 deadline. Sponsor conduct reflects routine statutory compliance with zero change in director-level equity position, voting power, or liquidation priority standing. Why it matters: Investors monitoring redemption eligibility, trust distribution sequencing, and acquisition timeline should recognize that a clean Form 3 confirms absent insider trading that would typically presage pre-merger capital allocation shifts, lock-up arrangements, or governance realignment. The reported lack of holdings does not accelerate, extend, or threaten the 2028-01-08 conversion date, nor does it trigger mandatory shareholder votes or redemption pacing adjustments. Because the exhibit contains no forward-looking statements, customer metrics, revenue targets, technology roadmaps, or partnership disclosures, all material implications remain confined to baseline administrative confirmation that management capitalization is static as the company pursues a target. All assertions are sourced directly from the plain language of the submitted SEC exhibit and the issuer’s publicly registered status.
What changed: Form 3 insider ownership report (accession number 0001213900-26-076156) for Freedom Metals Acquisition Corp., filed on 2026-07-07. The filing certifies that director Hennigh Quinton Todd executed zero non-derivative transactions and holds zero reported equity positions in the issuer as of the submission date. Why it matters: This routine compliance filing does not signal any shift in the SPAC’s redemption calendar, trust account valuation, extension voting prospects, target combination pipeline, or sponsor behavior. The document contains no operational disclosures, customer or revenue metrics, market-sizing data, strategic roadmaps, technology claims, partnership announcements, litigation updates, or additional personnel actions; it exclusively functions as a regulatory attestation of unchanged insider equity. Accordingly, it leaves investor assessment of the 2028-01-08 liquidation timeline and initial business combination negotiations unaffected.
What changed: SEC Form 3 (Insider Ownership Report). The filing states that director Hugh Leland John Callaghan reported no non-derivative transactions or holdings under filing number 0001213900-26-076153. Why it matters: In its own terms, this is a routine compliance exhibit. Regarding the tracked mechanics, the filing does not update the redemption deadline of 2028-01-08, does not adjust the stated trust value of $10 per share, and signals no extension activity, deal progress, or sponsor conduct changes. Regarding other substance, the document contains no claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel; it functions purely as a standard beneficial ownership disclosure with zero reported positions.
What changed: a routine compliance exhibit, specifically an SEC Form 3 initial statement of beneficial ownership. Per the filing, Director Barnes Bronwyn Lesley reported zero non-derivative transactions or holdings. The disclosure contains no updates to insider capital commitments, redemption floor positioning, trust account maintenance mechanics, extension voting procedures, or sponsor deal-progression indicators. Why it matters: Attributed to Director Barnes Bronwyn Lesley via the submitted Form 3, the document contains no substantive claims regarding prospective target valuations, metallurgical processing capabilities, commercial partnerships, projected revenue streams, total addressable market sizing, or pending litigation that would otherwise influence the SEARCHING phase. Because the reporting person explicitly notes no reported positions, the filing functions purely as an administrative baseline for subsequent Section 16 tracking and does not mechanically alter shareholder redemption options, trust distribution schedules, or corporate governance deadlines.
What changed: SEC Form 3 (Initial Statement of Beneficial Ownership of Securities) for Freedom Metals Acquisition Corp. According to the filing, NLC America SPAC 1 LLC and director Callas Constantine George are listed as reporting persons and designated in the document as '10% owner[s].' The report explicitly certifies that 'No non-derivative transactions or holdings reported.' The filing contains no updates that modify the redemption calendar, trust valuation methodology, extension triggers, target business combination progress, or sponsor operational conduct. Why it matters: Even without mechanical updates, this Form 3 establishes a verified baseline of insider equity exposure for investors tracking sponsorship alignment and potential pre-merger share accumulation. By documenting zero non-derivative transactions, the report removes ambiguity around immediate insider buying or selling ahead of the redemption window, providing a clean reference point for future Schedule 13D/G or Form 4 monitoring once the SEARCHING phase transitions toward a definitive agreement.
What changed: A Form 3 initial statement of beneficial ownership, specifically an insider ownership report filed pursuant to regulatory requirements for Freedom Metals Acquisition Corp. Per the filing, reporting person Finan Peter (Chief Executive Officer) has recorded no non-derivative transactions or holdings. Accordingly, sponsor equity positioning, public float composition, and trust mechanics remain unaltered, leaving redemption scheduling, extension triggers, and merger-negotiation leverage unaffected. Why it matters: Attested to by the Form 3 submission, the confirmed absence of insider trading preserves the current trust-per-share structure and keeps the redemption deadline and extension framework unchanged. For investors monitoring sponsor conduct during the SEARCHING phase, this establishes a verified baseline confirming no early capital movements, targeted asset acquisitions, or dilutive actions have occurred. Attributed solely to the filing, the document contains no claims regarding customers, revenue, market size, corporate strategy, technology pipelines, strategic partnerships, ongoing litigation, or additional personnel appointments; its significance lies exclusively in confirming procedural status quo and eliminating near-term sponsor-driven liquidity or timing uncertainty.
The sponsor
The people who set this company up, what they have done before, and the advisers around the deal.
At-risk capital: $9.1M — 825,000 private placement units, bought at the IPO and worthless if the company liquidates. This is what the sponsor itself loses if no deal closes. per the prospectus (424B4 0001213900-26-076386)
NLC America SPAC 1 LLCnamed as sponsor in this SPAC’s filings — but with no researched track record behind it yet.
A missing score, not a score of zero — why
A Sponsor Score is only published once the sponsor’s prior vehicles have been verified on EDGAR and their post-close outcomes priced. That record does not exist for this sponsor yet, so no number and no tier is shown. That is a missing score, not a score of zero — and not a neutral 50 either.
Coverage so far: 301 of 1280 tracked SPACs (24%) are attached to a scored sponsor. This card fills in by itself as the research lands.
Deal team — named in the prospectus
- Cohen & Company Capital MarketsLead-left
- Clear Street LLCBook-runner
Read from this SPAC’s own prospectus; the arrow opens the filing. Firms link to their full mandate record.
The record
The reference detail — how the shares were structured at listing, how thinly they trade, and where the company is registered.
Show the reference detail
Unit structure
from 424B4 0001213900-26-076386
as of 9 September 2026
Trading & liquidity
Company profile
trust 100%
Directors & officers
- Barnes Bronwyn LesleyDirector
- Callas Constantine GeorgeDirector
- Zinny Martin GuillermoChief Financial Officer
- Finan PeterChief Executive Officer
- Porter Michael WilliamDirector
- HENNIGH QUINTON TODDDirector
- Callaghan Hugh Leland JohnDirector
Sources on file
harvested pages, kept in fullEvery public page we have read about this company, stored in full so a source can never go missing.
Show the sources
39 full SEC filing texts archived — searchable, never lost.
- Vault note — FDMM (Freedom Metals Acquisition)
vault-note · /vault/tickers/FDMM
In plain English
tap a term to open itEvery piece of jargon this page could have used, and what it actually means.
Open the plain-English guide
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Broker action datethe day your broker needs the instruction — earlier than the official date
Brokers batch redemption instructions to the transfer agent, so the practical cutoff is roughly two business days before the published deadline. This is the date that actually costs people the floor.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Trust discountbuying below the cash held for you
Only meaningful while a redemption right exists. On a floorless name the same arithmetic is not a discount, it is the market pricing distress, and this product will not call it a yield.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
ARShow much upside you get per unit of downside
SpacBrain's asymmetric-return score. It is deterministic — the same inputs always produce the same number — and it is capped, not zeroed, when the floor is gone.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.
Accreted NAV (estimate)the last filed cash figure, plus the interest it should have earned since
A model, not a filing: last filed value compounded at the 3-month T-bill for the days elapsed. Always shown in italic with the word estimate, and never printed beside a filed number without it.
Ask the brain
from its filingsData provenance & audit trail4 internal entries
Written by SpacBrain’s data agents whenever a figure is captured, corrected or flagged, and kept verbatim so every number on this page can be traced back to the filing that states it. This is a running log, not the current record: an early entry may be superseded by a later correction — the panels above always hold the current values.
Deadline DERIVED = ipoDate + 18mo per charter terms in 424B4 0001213900-26-076386. 24mo if definitive agreement within 18mo.
sponsor "NLC America SPAC 1 LLC" (SEC CIK 0002133873) sourced from Form 3 reportingOwner (10% owner) acc 0001213900-26-076160.
trust/share $10.00 at IPO per 424B4 acc 0001213900-26-076386 as of 2026-07-08
warrantStrike=11.5, warrantCallPrice=18, unitSeparationDays=52 from the definitive prospectus (0001213900-26-076386). NOT FILLED: rightShareRatio — no stated candidate