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NMP Acquisition Corp.

For the period ended Dec 31, 2025. Filed Mar 20, 2026.

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FY2025 · Filed Mar 20, 2026

NMP$10.45+0.4%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31,2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-42725

NMP Acquisition Corp.

(Exact name of registrant as specified in its charter)

Cayman IslandsN/A
(State or other jurisdiction of incorporation or organization)(IRS Employer Identification No.)

**555 Bryant Street, No. 590

Palo Alto, CA 94301

(Address of principal executive offices and zip code)

(408) 357-3214

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Units, consisting of one Class A Ordinary Share, $0.0001 par value per share, and one Right to acquire one-fifth of one Class A Ordinary ShareNMPAUThe Nasdaq Stock Market LLC
Class A Ordinary Shares, par value $0.0001 per shareNMPThe Nasdaq Stock Market LLC
Rights, each whole right to acquire one-fifth of one Class A Ordinary ShareNMPARThe Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐ No ☒

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 for the past 90 days. Yes ☒ No☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files). Yes ☒ No☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer☐Accelerated filer☐
Non-accelerated filer☒Smaller reporting company☒
Emerging growth company☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒ No☐

At June 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, the Class A ordinary shares of the registrant hadnot been trading on Nasdaq.

As of March 12, 2026, there were 15,970,833 ordinary shares issued and outstanding, including 12,137,500 Class A ordinary shares and 3,833,333 Class B ordinary shares, respectively.

DOCUMENTS INCORPORATED BY REFERENCE

None.

NMP ACQUISITION CORP.

TABLE OF CONTENTS

PART I1
Item 1.Business1
Item 1A.Risk Factors18
Item 1B.Unresolved Staff Comments20
Item 1CCybersecurity20
Item 2.Properties20
Item 3.Legal Proceedings20
Item 4.Mine Safety Disclosures20
PART II21
Item 5.Market for Registrant’s Common Equity, Related Shareholders Matters and Issuer Purchases of Equity Securities21
Item 6.[Reserved]22
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations22
Item 7A.Quantitative and Qualitative Disclosures About Market Risk26
Item 8.Financial Statements and Supplementary DataF-1
Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure27
Item 9A.Controls and Procedures27
Item 9B.Other Information27
Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections27
PART III28
Item 10.Directors, Executive Officers and Corporate Governance28
Item 11.Executive Compensation33
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters34
Item 13.Certain Relationships and Related Transactions, and Director Independence36
Item 14.Principal Accounting Fees and Services39
PART IV40
Item 15.Exhibits, Financial Statement Schedules40

i

CERTAIN TERMS

Unless otherwise stated in this Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (this “Annual Report” or “report”), references to:

●“amended and restated memorandum and articles of association” are to our amended and restated memorandum and articles of association that became effective effect upon completion of our initial public offering, as amended and/or restated from time to time;
●“at-risk capital investors” refers to the third-party investors and the Maxim individuals, collectively;
●“Class A ordinary shares” are to our Class A ordinary shares, par value $0.0001 per share;
●“Class B ordinary shares” are to our Class B ordinary shares, par value $0.0001 per share;
●“Companies Act” are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time;
●“Company,” “we,” “us” or “our” refers to NMP Acquisition Corp.;
●“Extension Period” are to any extended time that we have to consummate a business combination by the full amount of time, as described in more detail in this Annual Report, beyond 18 months as a result of a shareholder vote to amend our amended and restated memorandum and articles of association;
●“founder shares” are to the 3,833,333 Class B ordinary shares initially purchased by our initial shareholders in a private placement purchase prior to our initial public offering and the Class A ordinary shares that will be issued upon conversion of the Class B ordinary shares;
●“initial public offering” are to our initial public offering of public units consummated on July 2, 2025;
●“initial shareholders” are to the holders of our founder shares prior to our initial public offering, including our sponsor and the at-risk capital investors;
●“management” or our “management team” are to our officers and directors;
●“Maxim” are to Maxim Group LLC, one of the underwriters in the initial public offering;
●“Maxim individuals” refers to certain individuals who are registered persons of Maxim and who purchased founder shares private placement units simultaneously with the closing of our initial public offering;
●“sponsor” are to Next Move Capital LLC, a Nevada limited liability company;

ii

●“ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares, collectively;
●“permitted withdrawals” are to amounts withdrawn from the trust account (i) to fund our working capital requirements, which amount shall be subject to a limit of $300,000, in the aggregate, of the interest earned on the funds held in the trust account, and/or (ii) to pay our income and franchise taxes, if any, provided that all permitted withdrawals can only be made from interest and not from the principal held in the trust account;
●“private placement” are to the private placement of private placement units that we completed simultaneously with the closing of our initial public offering;
●“private placement rights” are to the rights underlying the private placement units;
●“private placement shares” are to the Class A ordinary shares underlying the private placement units;
●“private placement units” are to the units issued in the private placement simultaneously with the closing of our initial public offering (including the private placement units sold in connection with the exercise of the underwriters’ over-allotment option);
●“public rights” are to the rights sold as part of the public units in our initial public offering (or acquired in the open market);
●“public shares” are to our Class A ordinary shares sold as part of the public units in our initial public offering (or acquired thereafter in the open market);
●“public units” are to the units sold in the initial public offering, including the units sold in connection with the exercise of the underwriters’ over-allotment option (or acquired thereafter in the open market);
●“Registration Statement” are to the registration statement on Form S-1 (File No. 333-286985) initially filed with the SEC on February 10, 2025, as amended, and declared effective on June 30, 2025;
●“representative shares” are to the Class A ordinary shares issued to Maxim or its designees as compensation in connection with our initial public offering;
●“third-party investors” refers to certain third-party investors (none of which are affiliated with any member of our management, our sponsor or any other investor) who purchased founder shares and private placement units simultaneously with the closing of our initial public offering; and
●“trust account” are to the trust account established for the benefit of our public shareholders, with Continental Stock Transfer & Trust Company acting as trustee.

iii

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this Annual Report may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future and the statements under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position, business strategy and the plans and objectives of management for future operations. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,”, “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Annual Report may include, for example, statements about:

●our ability to select an appropriate target business or businesses;
●our ability to complete our initial business combination;
●our expectations around the performance of the prospective target business or businesses;
●our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;
●our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;
●our potential ability to obtain additional financing to complete our initial business combination;
●our pool of prospective target businesses;
●the ability of our officers and directors to generate a number of potential acquisition opportunities;
●our public securities’ potential liquidity and trading;
●the lack of a market for our securities;
●the use of proceeds not held in the trust account described below or available to us from interest income on the trust account balance;
●the trust account not being subject to claims of third parties;
●our financial performance; or
●the other risk and uncertainties discussed in “Item 1A. Risk Factors,” elsewhere in this Annual Report on Form 10-K and in our other filings with the U.S. Securities and Exchange Commission (the “SEC”).

The forward-looking statements contained in this Annual Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under “Part I, Item 1A. Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

iv

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