07/07/2026 | Press release | Distributed by Public on 07/07/2026 20:04
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FORM 3
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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 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | |||
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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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| 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) | |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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NLC America SPAC 1 LLC 3250 NE 1ST AVE, 305 MIAMI, FL 33137 |
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Callas Constantine George 3250 NE 1ST AVE, STE 305 MIAMI, FL 33137 |
X | X | ||
| /s/ Constantine Callas, authorized signatory of NLC America SPAC 1 LLC. | 07/07/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Constantine Callas | 07/07/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (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. |