NMP

Business Context and Reporting Period

NMP Acquisition Corp. is a Cayman Islands exempted company incorporated on December 18, 2024, operating as a blank check company (SPAC) intended to effect a business combination. This Form 10-Q covers the quarterly period ended June 30, 2025. As of the balance sheet date, the Company had not commenced operations; all activity related to formation and preparation for its Initial Public Offering (IPO).

Subsequent to the reporting period, the Company consummated its IPO on July 2, 2025, and fully exercised the underwriters' over-allotment option on July 10, 2025.

Key Financial Metrics (as of June 30, 2025)

Material Changes vs. Prior Period

• Asset Growth: Total assets increased from $17,800 at December 31, 2024, to $1,569,092 at June 30, 2025, driven by cash inflows from financing activities and deferred offering costs.
• Liability Increase: Current liabilities rose significantly from $72,800 to $1,728,309. This includes $1,260,000 in advances from investors and related parties for the upcoming IPO, which were recorded as liabilities prior to the closing of the offering.
• Shareholder Deficit: The accumulated deficit grew from ($55,000) to ($188,456) due to formation and operating expenses incurred during the six-month period.
• Capital Structure: Class B ordinary shares increased from 1 to 3,833,333 shares outstanding following the issuance of Founder Shares to the Sponsor and at-risk capital investors.

Outlook, Management Commentary, and Risks

Subsequent Events and IPO Status

The Company successfully closed its IPO on July 2, 2025, selling 10,000,000 units at $10.00 per unit for gross proceeds of $100,000,000. On July 10, 2025, the underwriters exercised the over-allotment option in full, selling an additional 1,500,000 units for $15,000,000. Simultaneously, private placements were completed with the Sponsor and at-risk capital investors.

Following these transactions, $115,000,000 was deposited into a Trust Account. The Company has 18 months from the IPO closing to consummate a business combination.

Liquidity and Going Concern

As of June 30, 2025, the Company reported a working capital deficit. However, management believes liquidity is sufficient for the next 12 months post-IPO due to net proceeds held outside the Trust Account and a promissory note from the Sponsor allowing for loans up to $300,000 (potentially extendable to $500,000).

Risks and Contingencies

• Business Combination Risk: There is no assurance the Company will successfully complete a business combination. If not completed within the Combination Period, the Company will liquidate and redeem public shares.
• Trust Account Indemnity: The Sponsor has agreed to indemnify the Trust Account against third-party claims, but the Company has not verified if the Sponsor has sufficient assets to satisfy this obligation.
• Emerging Growth Company: The Company qualifies as an emerging growth company, allowing for reduced disclosure obligations and delayed adoption of new accounting standards.

Investor Verification Checklist

• Verify the final closing date and total gross proceeds of the IPO and over-allotment exercise (July 2 and July 10, 2025).
• Confirm the exact amount deposited into the Trust Account ($115,000,000) and the terms regarding permitted withdrawals for working capital.
• Review the Sponsor's ability to fulfill the indemnity obligation for the Trust Account against third-party claims.
• Monitor the status of the $155,093 promissory note owed to the Sponsor and the $1,260,000 in investor advances, ensuring they were settled upon IPO closing.
• Check for any amendments to the 18-month deadline for consummating a business combination.