UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period ended
or
For the transition period from __________ to __________
Commission File Number:
(Exact name of registrant as specified in its charter)
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Identification No.) |
(Address of principal executive offices, including zip code)
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(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
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If an emerging growth company, indicate by check
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As of November 10, 2025, the registrant had a
total of
NMP ACQUISITION CORP.
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025
TABLE OF CONTENTS
i
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
NMP ACQUISITION CORP.
CONDENSED BALANCE SHEETS
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September 30,
2025 (Unaudited) |
December 31,
2024 |
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| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash | $ |
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$ | |||||
| Prepaid expenses |
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| Total Current Assets |
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| Investments held in Trust Account |
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| Total Assets | $ |
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$ |
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| LIABILITIES AND SHAREHOLDER’S EQUITY (DEFICIT) | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable | $ |
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$ | |||||
| Accrued expenses |
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| Due to related party |
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| Note payable – related party |
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| Total Current Liabilities |
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| Commitments and contingencies (Note 6) | ||||||||
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Class A ordinary shares, $
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| Shareholder’s Equity (Deficit): | ||||||||
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Preference shares, $
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Class A ordinary shares, $
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Class B ordinary shares, $
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| Additional paid-in capital | ||||||||
| Retained earnings (Accumulated deficit) |
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(
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) | |||||
| Total Shareholder’s Equity (Deficit) |
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(
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) | |||||
| Total Liabilities and Shareholder’s Equity (Deficit) | $ |
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$ |
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| (1) |
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The accompanying notes are an integral part of these unaudited condensed financial statements.
1
NMP ACQUISITION CORP.
CONDENSED STATEMENTS OF OPERATIONS
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For the
Three Months Ended September 30, 2025 (Unaudited) |
For the
Nine Months Ended September 30, 2025 (Unaudited) |
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| Formation and operating expenses | $ |
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$ |
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| TOTAL EXPENSES |
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| Other income | ||||||||
| Investment income on investments held in Trust |
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| TOTAL OTHER INCOME |
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| Net income | $ |
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$ |
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| Weighted average redeemable ordinary shares outstanding, basic and diluted |
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| Basic and diluted net income per share | $ |
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$ |
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| Weighted average non-redeemable ordinary shares outstanding, basic and diluted (1) |
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| Basic and diluted net income per share | $ |
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$ |
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| (1) |
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The accompanying notes are an integral part of these unaudited condensed financial statements.
2
NMP ACQUISITION CORP.
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDER’S DEFICIT
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 (UNAUDITED)
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Class A Ordinary Shares
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Class B
Ordinary Shares |
Additional
Paid-In |
Accumulated | Shareholder’s | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balance, December 31, 2024 | — | $ |
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$ | $ | $ |
(
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) | $ |
(
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) | |||||||||||||||||
| Net loss | — | — |
(
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(
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| Repurchase of subscriber share |
(
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| Issuance of Class B ordinary shares (1) |
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| Balance, March 31, 2025 |
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(
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(
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| Net loss | — | — |
(
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(
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| Forfeiture of class B ordinary shares |
(
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| Issuance of class B ordinary shares |
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| Balance, June 30, 2025 |
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(
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(
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| Net income | — | — | — |
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| Conversion of related party Promissory Note |
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| Remeasurement |
(
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(
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(
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| Offering costs |
(
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(
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| Public rights, fair value |
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| Private Placement Units, proceeds |
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| Issuance of Class A ordinary shares to representative |
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(
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| Balance, September 30, 2025 |
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$ |
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$ |
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$ | $ |
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$ |
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| (1) |
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The accompanying notes are an integral part of these unaudited condensed financial statements.
3
NMP ACQUISITION CORP.
CONDENSED STATEMENT OF CASH FLOWS
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For the
Nine Months Ended September 30, 2025 (Unaudited) |
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| Cash Flows From Operating Activities: | ||||
| Net income | $ |
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| Investment income earned on Trust assets |
(
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) | ||
| Changes in operating assets and liabilities: | ||||
| Prepaid expenses |
(
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) | ||
| Accrued expenses |
(
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) | ||
| Accounts payable |
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| Net Cash Used In Operating Activities |
(
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| Cash Flows From Investing Activities: | ||||
| Cash deposited into Trust |
(
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| Net Cash Used in Investing Activities |
(
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| Cash Flows From Financing Activities: | ||||
| Proceeds from issuance of Sponsor promissory note |
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| Proceeds from initial public offering |
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| Proceeds from Private Placement |
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| Payment of offering costs |
(
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| Net Cash Provided by Financing Activities |
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| Net change in cash |
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| Cash at beginning of period | ||||
| Cash at end of period | $ |
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| Supplemental Disclosure of cash flow information: | ||||
| Non-cash investing and financing activities | ||||
| Class B ordinary shares issued for advance from sponsor | $ |
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| Class B ordinary shares issued for subscription receivable | $ |
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| Remeasurement of Class A ordinary shares subject to possible redemption | $ |
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The accompanying notes are an integral part of these unaudited condensed financial statements.
4
NMP ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN
NMP Acquisition Corp.
(the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on
The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company; and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.
As of September 30, 2025, the Company had not commenced any operations. All activity for the period from December 18, 2024 (inception) through September 30, 2025, relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.
On July 2, 2025, the Company
consummated the Initial Public Offering of
Simultaneously with the closing
of the Initial Public Offering, the Company completed the sale of
5
NMP ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN (cont.)
Subsequent to the
closing of the Initial Public Offering, the underwriters exercised the over-allotment option in full, and the closing of the
issuance and sale of the additional Public Units (the “Over-Allotment Option Units,” and together with the Public Units,
the “Units”) occurred on July 10, 2025. The total aggregate issuance by the Company of
On August 28, 2025, the Company announced that, on or around September 3, 2025, the holders of the Units were able to elect to separately trade the Class A ordinary shares and the rights included in the Units. Any Units not separated will continue to trade on the Global Market tier of The Nasdaq Stock Market (“Nasdaq”) under the symbol “NMPAU.” The Class A ordinary shares and the rights that are separated will trade on Nasdaq under the symbols “NMP” and “NMPAR,” respectively. No fractional rights will be issued upon separation of the units and only whole rights will trade.
Transaction costs amounted to $
The Company’s management
has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private
Placement Units, although substantially all of the net proceeds are intended to be applied generally towards complying with the Company’s
financial reporting obligations and consummating a Business Combination. The stock exchange listing rules require that the Business Combination
must be with one or more operating businesses or assets with a fair market value equal to at least
6
NMP ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN (cont.)
The Company will provide
the holders of the outstanding Public Shares, excluding the initial shareholders and the Company’s officers and directors to the
extent they acquire Public Shares, either in the Initial Public Offering or in secondary market transactions thereafter (the “Public
Shareholders”), with the opportunity to redeem all or a portion of their Public Shares in connection with a general meeting called
to approve the Business Combination. If the Company does not submit such Business Combination to its shareholders for approval, it will
provide such shareholders with the opportunity to have their shares repurchased by means of a tender offer in connection with the
Business Combination. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender
offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the
amount then in the Trust Account (initially anticipated to be $
If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination only if shareholders pass an ordinary resolution under Cayman Islands law and its amended and restated memorandum and articles of association (the “Articles”) approving a Business Combination, which requires the affirmative vote of at least a simple majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company, or approved by a resolution in writing of all of the shareholders entitled to vote on such matter (or such other threshold as may be allowed under the Companies Act (Revised) of the Cayman Islands), or such other vote as required by applicable law or the stock exchange rules. Subject to limited exceptions, if the Company’s Business Combination is structured as a statutory merger or consolidation with another company under Cayman Islands law, shareholders will be required to pass a special resolution, which requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company, approving a plan of merger or plan of consolidation. If a shareholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Articles, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (the “SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders and the Company’s officers and directors have agreed to vote their Founder Shares (as defined in Note 5), Private Placement Shares and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination (except that any Public Shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), would not be voted in favor of approving the Business Combination). Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote in favor of or vote against, or abstain from voting on, a proposed Business Combination and waive their redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination.
Notwithstanding the foregoing,
if the Company seeks shareholder approval of a Business Combination and the Company does not conduct redemptions pursuant to the tender
offer rules, the Articles provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with
whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will
be restricted from redeeming their shares with respect to more than an aggregate of
The initial shareholders
and the Company’s officers and directors have agreed (a) to waive their redemption rights with respect to any Founder Shares,
Private Placement Shares and Public Shares held by it in connection with the completion of a Business Combination; and (b) to waive their
redemption rights with respect to any Founder Shares, Private Placement Shares and Public Shares held by them in connection with a shareholder
vote to amend the Articles (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with
its initial Business Combination or to redeem
7
NMP ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN (cont.)
If the Company has not completed
a Business Combination (a) within
The initial shareholders
and the Company’s officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with
respect to the Founder Shares and the Private Placement Shares if the Company fails to complete a Business Combination within the Combination
Period. However, if any of the initial shareholders, or any of its respective affiliates, and the Company’s officers and directors
acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the
Trust Account if the Company fails to complete a Business Combination within the Combination Period. In the event of such distribution,
it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering
price per Public Share ($
In order to protect the amounts
held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party
(other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company,
or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds
in the Trust Account to below the lesser of (i) $
Going Concern Considerations
At September 30, 2025, the
Company had cash of $
Subsequent to the consummation
of the Initial Public Offering and the exercise of the underwriters’ over-allotment option in full, the Company’s liquidity
has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside
of the Trust Account. Further, our Sponsor has agreed to loan up to $
Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from the date of the Initial Public Offering. Over this time period, the Company will be using the funds held outside of the Trust Account, and, to the extent needed, the additional sources of working capital described above, to pay for existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.
8
NMP ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.
In the opinion of management, all adjustments (consisting of a normal accruals) considered for a fair presentation have been included. The interim results for the three and nine months ended September 30, 2025, are not necessarily indicative of the results to be expected for the year ending December 31, 2025, or for any future interim periods. These interim unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and notes for the period from December 18, 2024 (inception) through December 31, 2024, included in the Registration Statement on Form S-1 (File No. 333-286985) originally filed with the SEC on February 10, 2025.
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
9
NMP ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did have any cash equivalents as of September 30, 2025 and December 31, 2024.
Deferred Offering Costs
The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering” and Topic 5T — “Accounting for Expenses or Liabilities Paid by Principal Stockholder(s).”
Deferred offering costs consist of costs incurred in connection with preparation for the Initial Public Offering, which include professional and registration fees incurred. Deferred offering costs, together with the underwriting discounts and commissions, will be allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received.
Income Taxes
The Company follows the asset
and liability method of accounting for income taxes under ASC 740, “Income Taxes” (“ASC 740”). Deferred tax
assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements
carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered
or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included
the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of
tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than
not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized
tax benefits as income tax expense. There were
There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements.
Net Income per Ordinary Share
Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. At September 30, 2025, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted income per ordinary share is the same as basic income per ordinary share for the period presented.
The following tables reflect the calculation of basic and diluted net income per ordinary share.
|
For the
Three Months Ended |
||||
| September 30, | ||||
| 2025 | ||||
| Redeemable ordinary shares | ||||
| Numerator: Allocation of net income, basic and diluted | $ |
|
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| Denominator: Basic and diluted weighted average ordinary shares outstanding |
|
|||
| Basic and diluted net income per ordinary share | $ |
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| Non-redeemable ordinary shares | ||||
| Numerator: Allocation of net income, basic and diluted | $ |
|
||
| Denominator: Basic and diluted weighted average ordinary shares outstanding |
|
|||
| Basic and diluted net income per ordinary share | $ |
|
||
10
NMP
ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
|
For the
Nine Months Ended |
||||
| September 30, | ||||
| 2025 | ||||
| Redeemable ordinary shares | ||||
| Numerator: Allocation of net income, basic | $ |
|
||
| Denominator: Basic weighted average shares outstanding |
|
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| Basic net income per ordinary share | $ |
|
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| Non-redeemable ordinary shares | ||||
| Numerator: Allocation of net income, basic | $ |
|
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| Denominator: Basic weighted average shares outstanding |
|
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| Basic net income per ordinary share | $ |
|
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Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation limit and cash held in the trust with a financial institution, which, at times, may exceed the Securities Investor Protection Corporation limit. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.
Investments Held in Trust Account
On September 30, 2025, the
Company had $
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.
11
NMP ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Fair Value Measurements
Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
| ● | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
| ● | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
| ● | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Derivative Financial Instruments
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.
Rights
The Company accounts for
the Public Rights issued in connection with the Initial Public Offering and the Private Placement Rights in accordance with the guidance
contained in ASC 815. Under ASC 815-40, the Public Rights and the Private Placement Rights meet the criteria for equity treatment
and as such will be recorded in shareholders’ equity. If the Public Rights and Private Placement Rights no longer meet the criteria
for equity treatment, they will record as a liability and remeasured each period with changes recorded in the statement of operations.
There were
12
NMP ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Class A Ordinary Shares Subject to Redemption
The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, “Distinguishing Liabilities from Equity”, the Company classifies the Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, on September 30, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s unaudited condensed balance sheet.
On September 30, 2025, the Class A ordinary shares subject to redemption reflected in the balance sheet are reconciled in the following table:
| Gross proceeds | $ |
|
||
| Less: Proceeds allocated to public rights |
(
|
) | ||
| Less: Class A ordinary share issuance costs |
(
|
) | ||
| Add: Remeasurement of carrying value to redemption value |
|
|||
| Class A ordinary shares subject to possible redemption September 30, 2025 | $ |
|
Recent Accounting Standards
In November 2023, the FASB issued Accounting Standards Update 2023-07 — “Segment Reporting — Improvements to Reportable Segment Disclosures”. This update requires public entities to disclose its significant segment expense categories and amounts for each reportable segment. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. As of September 30, 2025 and December 31, 2024, the Company reported its operations as a single reportable segment, noting no disaggregation of Company activities, management or allocation of resources by geographic region, business activity or organizational method, thus this new guidance does not affect the disclosures. See Note 9 for further information.
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.
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NMP ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 3 — INITIAL PUBLIC OFFERING
In connection with the closing
of the Initial Public Offering, the Company sold
Subsequently, the underwriters
exercised the over-allotment option in full, pursuant to which the Company sold
NOTE 4 — PRIVATE PLACEMENT
Simultaneously with the closing
of the Initial Public Offering, the Sponsor and certain individuals purchased a total of
On July 10, 2025, simultaneously
with the sale of the Over-Allotment Option Units, the Company consummated the private sale of an additional
NOTE 5 — RELATED PARTIES
Founder Shares
On January 13, 2025,
the Sponsor received
On June 30, 2025, the Sponsor
forfeited
Up to
The initial shareholders
and the Company’s officers and directors have agreed, subject to certain exceptions, not to transfer, assign or sell any of their
Founder Shares and any Class A ordinary shares issuable upon conversion thereof until the earlier of: (i) six months after the
completion of an initial Business Combination and (ii) the date on which the closing price of the Class A ordinary shares equals
or exceeds $
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NMP ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 5 — RELATED PARTIES (cont.)
Administrative Services
The Company entered into
an Administrative Services Agreement, pursuant to which, commencing on the effective date of the Initial Public Offering through the
earlier of the Company’s consummation of a Business Combination or its liquidation, the Company will accrue payments in an amount
equal to $
Working Capital Loans
In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required except as described in connection with the promissory note described below (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of September 30, 2025 and December 31, 2024, except in connection with the note payable described below, there are other amounts outstanding under the Working Capital Loans.
Note Payable — Related Party
The Sponsor agreed to loan
up to $
Advances from Sponsor
As of December 31, 2024,
the Sponsor advanced $
NOTE 6 — COMMITMENTS AND CONTINGENCIES
Registration Rights
The holders of the Founder Shares, Representative Shares and Private Placement Units (and the securities comprising such units, as applicable, and any Class A ordinary shares issuable upon conversion of the Founder Shares) will be entitled to registration rights pursuant to the registration rights agreements to be signed prior to or on the effective date of Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A ordinary shares). Pursuant to the registration rights agreements, the Company agreed to file a registration statement covering the registration of these securities within 30 days from the date the Company complete its initial Business Combination (or such later date agreed upon by the Company, the Sponsor and Maxim). Further, the holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
15
NMP ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 6 — COMMITMENTS AND CONTINGENCIES (cont.)
Risks and Uncertainties
Management is currently evaluating the impact of significant global events, such as the COVID-19 pandemic, the Russia/Ukraine and Israel/Hamas conflicts, on the industry and has concluded that while it is reasonably possible that these events could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Underwriting Agreement
The Company granted the underwriters
a
The underwriters received
a cash underwriting discount and commission of $
In addition,
In connection with the underwriters’
exercise of the over-allotment option in full, the Company also issued an additional
NOTE 7 — SHAREHOLDER’S DEFICIT
Preference Shares — The
Company is authorized to issue
Class A Ordinary Shares — The
Company is authorized to issue
Class B Ordinary Shares — The
Company is authorized to issue
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NMP ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 7 — SHAREHOLDER’S DEFICIT (cont.)
The Founder Shares are designated
as Class B ordinary shares and will automatically convert at a ratio of
In the case that additional
Class A ordinary shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial
Public Offering and related to or in connection with the closing of the initial Business Combination, the ratio at which Class B ordinary
shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class
B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number
of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis,
Rights — Except in cases where the Company is not the surviving company in a business combination, each holder of a right will automatically receive one-fifth (1/5) of one Class A ordinary share upon consummation of the initial Business Combination. The Company will not issue fractional shares in connection with an exchange of rights. Fractional shares will be rounded down to the nearest whole share.
NOTE 8 — SEGMENT INFORMATION
ASC Topic 280, Segment Reporting, establishes standards for companies to report, in their financial statements, information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.
The Company’s chief
operating decision maker (“CODM”) has been identified as the
, who reviews the assets, operating results,
and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly,
management has determined that the Company only has
Formation and operating expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination or similar transaction within the business combination period. The CODM also reviews formation and operating expenses to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. Formation and operating expenses, as reported on the statement of operations, are the significant segment expenses provided to the CODM on a regular basis.
All other segment items included in net loss are reported on the statement of operations and described within their respective disclosures.
NOTE 9 — SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statements were available to be issued. Based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements.
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this Quarterly Report on Form 10-Q, or this “report,” are “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are subject to the safe harbor created thereby. All statements contained in this Quarterly Report on Form 10-Q other than statements of historical facts, including statements regarding our future results of operations and financial position, our business strategy and plans and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in “Risk Factors” of our final prospectus dated June 30, 2025 (the “Prospectus”) and in any subsequent filing we make with the U.S. Securities and Exchange Commission (the “SEC”), as well as in any documents incorporated by reference that describe risks and factors that could cause results to differ materially from those projected in these forward-looking statements.
Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, achievements or events and circumstances reflected in the forward-looking statements will occur. We are under no duty to update any of these forward-looking statements after completion of this report to conform these statements to actual results or revised expectations.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Overview
We are a blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this report as our initial business combination. We may pursue an initial business combination target in any business, industry and geographic location. We have not selected any business combination target, and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We intend to effectuate our initial business combination using cash from the proceeds of our initial public offering (“IPO”) and the private placement of private placement units (the “Private Placement”), our shares, debt or a combination of cash, shares and debt. We will have up to 18 months from the closing of the IPO to consummate an initial business combination. We may also hold a shareholder vote at any time to amend our amended and restated memorandum and articles of association (the “Amended Charter”) to modify the amount of time we will have to consummate an initial business combination (as well as to modify the substance or timing of our obligation to allow redemption in connection with an initial business combination or to redeem 100% of our shares issued in the IPO (the “public shares”) if we have not consummated an initial business combination within the time periods described herein or with respect to any other material provisions relating to the rights of holders of Class A ordinary shares or pre-initial business combination activity).
Following the closing of the IPO and over-allotment option, an amount of $115,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the Private Placement was placed in a trust account (the “Trust Account”). The funds in the Trust Account will be invested or held only in either (i) U.S. government treasury bills with a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, (the “Investment Company Act”), which invest only in direct U.S. government treasury obligations, (ii) as uninvested cash, or (iii) an interest bearing bank demand deposit account or other accounts at a bank. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of interest earned on the funds held in the Trust Account that may be released to us to fund our working capital requirements – subject to a limit of $300,000, in the aggregate, of the interest earned on the funds held in the Trust Account – and/or to pay our income and franchise taxes, if any, provided that all withdrawals may only be made from interest and not from the principal held in the Trust Account (collectively, “permitted withdrawals”)), to complete our initial business combination. Except with respect to permitted withdrawals and/or pay dissolution expenses, the proceeds from the IPO and Private Placement held in the Trust Account will not be released until the earliest of (a) the completion of our initial business combination; (b) the redemption of any of the public shares in connection with any vote on a proposed business combination in accordance with the provisions of our Amended Charter; (c) the repurchase of shares by means of a tender offer pursuant to the Amended Charter (d) the redemption of any of our public shares in connection with a shareholder vote to amend the Amended Charter (i) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or redeem 100% of its public shares if we do not consummate its initial business combination by January 2, 2027 (or such later date if extended), or (ii) with respect to any other provision relating to the rights of the holders of Class A ordinary shares or pre-initial business combination activity; and (e) the redemption of all of the Company’s public shares if it is unable to complete its business combination by January 2, 2027 (or such later date if extended), subject to applicable law and the provisions of the Amended Charter.
We have incurred and expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a business combination will be successful.
Results of Operations and Known Trends or Future Events
We have neither engaged in any operations nor generated any revenues to date. Our only activities since December 18, 2024, the date of the Company’s inception, have been organizational activities, those necessary to prepare for the IPO, described below, and identifying a target company for a business combination. We do not expect to generate any operating revenues until after completion of our initial business combination. We will generate non-operating income in the form of interest income on cash and cash equivalents held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as expenses as we conduct due diligence on prospective business combination candidates.
For the three and nine months ended September 30, 2025, we had a net income of $971,953 and $838,497, respectively, which are comprised of investment income on investments held in the Trust Account less formation and operating costs.
19
Liquidity and Capital Resources
As of September 30, 2025, the Company had a cash balance of $440,824 and working capital of $566,713. Further, Next Move Capital LLC, the Company’s sponsor (the “Sponsor”), has agreed to loan up to $300,000 to cover organizational, offering-related and post-offering expenses, which amount may be increased to $500,000 if we and our Sponsor agree. These loans are evidenced by a promissory note dated December 31, 2024, as amended on June 23, 2025 (as amended, the “Note”). Until the consummation of our IPO, our only source of liquidity was an initial purchase of Class B ordinary shares (the “founder shares”) by the Sponsor and loans from our Sponsor.
On July 2, 2025, we consummated our IPO of 10,000,000 units (the “Units”), at $10.00 per Unit, generating gross proceeds of $100,000,000. Each Unit consists of one Class A ordinary share, par value $0.0001 per share (each, a “Class A ordinary share”), and one right (each, a “right”) to receive one-fifth of one Class A ordinary share upon the completion of our initial business combination. We granted the underwriters a 45-day option to purchase up to 1,500,000 additional Units to cover over-allotments, if any (the “Over-Allotment Option Units”). Simultaneously with the closing of our IPO, we consummated the Private Placement of an aggregate of 170,000 private placement units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit, consisting of: (i) 105,000 Private Placement Units to the Sponsor, and (ii) 65,000 Private Placement Units to certain unaffiliated third-party investors and certain individuals who are registered persons of Maxim Group LLC (collectively, the “at-risk capital investors”), for an aggregate of $1,700,000, $1,550,000 of which was paid in cash and $150,000 was satisfied by reduction of the principal balance underlying the Note. Each Private Placement Unit consists of one Class A ordinary share and one right to receive one-fifth of one class A ordinary share upon the completion of our initial business combination.
Subsequent to the IPO closing, the underwriters exercised the over-allotment option in full, and the closing of the issuance and sale of the Over-Allotment Option Units occurred on July 10, 2025. As a result, we sold an additional 1,500,000 Units at $10.00 per Unit, generating gross proceeds of $11,500,000. Simultaneously with the closing of the full exercise of the underwriters’ over-allotment option, we completed the private sale of 7,500 Private Placement Units to the Sponsor, at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds of $75,000.
Transaction costs amounted to $5,457,575, consisting of $537,500 of cash underwriting fees, $4,600,000 of fair value of shares issued to the designee of the representative of the several underwriters, and $320,075 of other offering costs.
We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, which interest shall be net of permitted withdrawals and dissolution expenses, to complete our initial business combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete an initial business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
We will use the funds held outside of the Trust Account and other sources of available capital, including the Note and any additional loans, and amounts of interest earned on the Trust Account that may be released to us as permitted withdrawals, primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a business combination, and to pay taxes to the extent the interest earned on the Trust Account is not sufficient to pay our taxes.
We expect our primary liquidity requirements over the next 12 months to include fees and expenses associated with satisfying our financial reporting obligations; legal, accounting, due diligence, travel and other expenses associated with structuring, negotiating and documenting successful business combinations; and general working capital that will be used for miscellaneous expenses, general corporate purposes, liquidation obligations and reserves net of estimated interest income.
20
We expect to satisfy our liquidity requirements with cash on hand, from permitted withdrawals of interest earned on the amounts held in the Trust Account in an amount up to $300,000 and, if necessary, additional loans from our sponsor. If our available funds are not sufficient, we may be unable to continue searching for, or conducting due diligence with respect to, prospective target businesses. Moreover, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of our public shares upon completion of our initial business combination, in which case we may issue additional securities or incur debt in connection with such business combination.
For the nine months ended September 30, 2025, cash used in operating activities was $451,394. Net income of $838,497 was affected by interest earned on investments held in the Trust Account of ($1,163,000), and net change in operating assets and liabilities of ($126,891).
For the nine months ended September 30, 2025, cash used in investing activities was $115,000,000, which was the amount required to be deposited into the Trust Account from the IPO, including the underwriters’ over-allotment option exercise in connection therewith, and Private Placement.
For the nine months ended September 30, 2025, cash provided by financing activities was $115,892,218, which is the proceeds from the IPO and the Private Placement, net of offering costs.
Going Concern Consideration
At September 30, 2025, the Company had cash of $440,824 and working capital of $566,713.
Subsequent to the consummation of the IPO, including the exercise of the underwriters’ over-allotment option in full, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the IPO and the Private Placement held outside of the Trust Account. In addition, in order to finance transaction costs in connection with a business combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company additional loans to finance transaction costs in connection with an initial business combination, except such amounts as may be loaned in accordance with the terms of the Note.
Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a business combination or one year from the date of the IPO. Over this time period, the Company may use such amounts that may be released to the Company from the Trust Account as permitted withdrawals and additional loans, if any, and will otherwise use the funds held outside of the Trust Account to pay for existing accounts payable, identifying and evaluating prospective initial business combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the business combination.
Off-Balance Sheet Financing Arrangements
We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2025. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
Related Party Transactions
Refer to “Note 5 – Related Party Transactions” in the unaudited condensed financial statements contained elsewhere in this report.
21
Contractual Obligations
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than the accrual of $20,000 per month pursuant to the administrative services agreement we have entered into with the Sponsor for its office space, utilities and secretarial and administrative support. Upon completion of the initial business combination or our liquidation, assuming there is cash available, the administrative services agreement will terminate, and we will cease accruing these monthly fees and will pay the outstanding amounts under the administrative services agreement.
The Sponsor agreed to loan up to $100,000 to the Company pursuant to the terms of the Note, which amount was increased to $300,000 on June 23, 2025, pursuant to an amendment to the Note, and may be further increased to $500,000 if we and the Sponsor agree, to cover organizational, offering-related and post-offering expenses. These loans underlying the Note are non-interest bearing, unsecured and are due on the date in which we consummate our initial business combination or on the date of its dissolution deadline, assuming there is cash available. As of September 30, 2025, we owed $5,093 to the Sponsor under the Note.
Critical Accounting Estimates
The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. As of September 30, 2025, we have not identified any critical accounting policies or estimates.
JOBS Act
On April 5, 2012, the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We will qualify as an “emerging growth company” and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our unaudited condensed financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.
Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things: (1) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act; (2) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act; (3) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis); and (4) disclose certain executive compensation-related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive Officer’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of the IPO or until we are no longer an “emerging growth company,” whichever is earlier.
Recent Accounting Standards
In November 2023, the FASB issued Accounting Standards Update 2023-07, “Segment Reporting — Improvements to Reportable Segment Disclosures”. This update requires public entities to disclose its significant segment expense categories and amounts for each reportable segment. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. As of September 30, 2025, and December 31, 2024, the Company reported its operations as a single reportable segment, noting no disaggregation of Company activities, management or allocation of resources by geographic region, business activity or organizational method, thus this new guidance does not affect the disclosures. Refer to “Note 8 – Segment Information” in the unaudited condensed financial statements contained elsewhere in this report.
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.
22
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2025. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective.
We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
23
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 1A. Risk Factors.
In addition to the other information set forth in this report, you should carefully consider the factors discussed in “Risk Factors” of our Prospectus, dated June 30, 2025, which could materially affect our business, financial condition or future results. There have been no material changes during the 2025 fiscal year to the risk factors that were included in the Prospectus.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Unregistered Sales of Equity Securities
There are no transactions that have not been previously included in a Current Report on Form 8-K.
Use of Proceeds
Following the closing of the IPO and over-allotment option, an amount of $115,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units (including the Over-Allotment Option Units) in the IPO and the Private Placement was placed in the Trust Account. The funds in the Trust Account will be invested or held only in either (i) U.S. government treasury bills with a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations, (ii) as uninvested cash, or (iii) an interest bearing bank demand deposit account or other accounts at a bank. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses), to complete our initial business combination. Except with respect to permitted withdrawals and/or dissolution expenses, the proceeds from the IPO and Private Placement held in the Trust Account will not be released until the earliest of (a) the completion of our initial business combination; (b) the redemption of any of the public shares in connection with any vote on a proposed business combination in accordance with the provisions of our Amended Charter; (c) the repurchase of shares by means of a tender offer pursuant to the Amended Charter (d) the redemption of any of our public shares in connection with a shareholder vote to amend the Amended Charter (i) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or redeem 100% of its public shares if we do not consummate its initial business combination by January 2, 2027 (or such later date if extended), or (ii) with respect to any other provision relating to the rights of the holders of Class A ordinary shares or pre-initial business combination activity; and (e) the redemption of all of the Company’s public shares if it is unable to complete its business combination by January 2, 2027 (or such later date if extended), subject to applicable law and the provisions of the Amended Charter.
The remaining proceeds from the IPO and the Private Placement are held outside the Trust Account. Such funds are being used primarily to enable us to identify a target and to negotiate and consummate our initial business combination.
There has been no material change in the planned use of the proceeds from the IPO and the Private Placement as is described in the Prospectus.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
None of the Company’s
directors or officers
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Item 6. Exhibits.
| * | Furnished herewith. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: November 12, 2025 | NMP Acquisition Corp. | |
| By: | /s/ Melanie Figueroa | |
| Melanie Figueroa | ||
|
Chief Executive Officer and Director
(Principal Executive Officer) |
||
| By: | /s/ Nadir Ali | |
| Nadir Ali | ||
|
Chief Financial Officer and Director
(Principal Financial and Accounting Officer) |
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