Business Context and Reporting Period
NMP Acquisition Corp. is a Cayman Islands exempted company formed as a Special Purpose Acquisition Company (SPAC) to effectuate a merger, amalgamation, or similar business combination. The company is an "emerging growth company" and a "smaller reporting company." This Form 10-K covers the fiscal year ended December 31, 2025, and the period from inception (December 18, 2024) through December 31, 2024.
The company consummated its Initial Public Offering (IPO) on July 2, 2025, selling 10,000,000 units at $10.00 per unit. On July 10, 2025, the underwriters exercised the over-allotment option in full, selling an additional 1,500,000 units. The company has until January 2, 2027 (18 months from the IPO closing) to complete an initial business combination.
Key Financial Metrics
| Metric | Year Ended Dec 31, 2025 | Period Inception to Dec 31, 2024 |
|---|---|---|
| Net Income (Loss) | $1,778,677 | $(55,000) |
| Investment Income (Trust Account) | $2,283,599 | $0 |
| Formation and Operating Expenses | $504,922 | $55,000 |
| Cash and Cash Equivalents (Outside Trust) | $353,247 | $0 |
| Investments Held in Trust Account | $117,283,599 | $0 |
| Working Capital | $386,293 | $(55,000) |
| Shares Outstanding (Total) | 15,970,833 | 1 |
Capital Structure: As of December 31, 2025, the company held $115,000,000 in the Trust Account (plus interest). There are 11,500,000 Class A ordinary shares subject to possible redemption and 3,833,333 Class B ordinary shares (Founder Shares) held by initial shareholders.
Material Changes vs. Prior Period
- Revenue and Income: The company transitioned from a net loss of $55,000 in 2024 to a net income of $1,778,677 in 2025. This shift is primarily driven by $2,283,599 in investment income earned on funds held in the Trust Account following the IPO.
- Liquidity: Cash balances increased from $0 to $353,247 (outside the Trust) due to IPO proceeds and private placement sales. Total assets grew from $17,800 to $117,797,809.
- Equity: The company moved from a shareholders' deficit of $(55,000) to positive equity of $786,293, excluding the temporary equity classification of redeemable shares.
- Debt: The related party promissory note payable decreased from $30,300 to $4,963, as $150,000 of the note was converted into private placement units.
Outlook, Risks, and Management Commentary
Going Concern: The independent auditors have issued an explanatory paragraph expressing substantial doubt about the company's ability to continue as a going concern. This is due to the requirement to liquidate and dissolve if a business combination is not completed by January 2, 2027. Management has no approved plan to extend this deadline.
Outlook: The company intends to use substantially all funds in the Trust Account to complete an initial business combination. It expects to incur significant costs in identifying and evaluating targets. If the company fails to complete a combination, it will redeem public shares at approximately $10.00 per share (plus interest) and liquidate.
Risks and Contingencies:
- PFIC Status: The company likely qualified as a Passive Foreign Investment Company (PFIC) for the fiscal year ended December 31, 2025, which may result in adverse U.S. federal income tax consequences for U.S. holders.
- Redemption Risk: Public shareholders may redeem shares upon the completion of a business combination, potentially reducing the cash available for the transaction.
- Related Party Transactions: The company pays its Sponsor $20,000 per month for administrative services. As of December 31, 2025, $120,000 in such fees remained outstanding.
- Trust Account Claims: While the Sponsor has agreed to indemnify the Trust Account against certain third-party claims, there is no guarantee the Sponsor has sufficient assets to satisfy such obligations.
Investor Verification Checklist
- Trust Account Balance: Verify the current balance in the Trust Account ($117,283,599 as of Dec 31, 2025) and the per-share redemption value.
- Extension Provisions: Confirm whether the company has a mechanism or shareholder approval process to extend the 18-month deadline beyond January 2, 2027.
- Related Party Indebtedness: Review the outstanding balance of the promissory note ($4,963) and the accrued administrative fees ($120,000) owed to the Sponsor.
- PFIC Implications: Consult tax advisors regarding the potential tax consequences of the company's PFIC status for the 2025 tax year.
- Going Concern Status: Assess the likelihood of completing a business combination before the mandatory liquidation date given the "substantial doubt" expressed by auditors.