UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 3.02 Unregistered Sales of Equity Securities.
The information included in Item 8.01 of this Current Report on Form 8-K is incorporated into this Item 3.02 by reference to the extent required.
Item 8.01 Other Events.
As previously disclosed on a Current Report on Form 8-K dated July 3, 2025 (the “Previous 8-K”), NMP Acquisition Corp. (the “Company”) consummated its initial public offering (the “IPO”) of 10,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share, par value $0.0001 per share (each, a “Class A Ordinary Share”), and one right to receive one-fifth (1/5) of one Class A Ordinary Share upon the completion of the Company’s initial business combination. The Units were sold at a price of $10.00 per Unit, generating aggregate gross proceeds to the Company of $100,000,000. The Company granted the underwriters a 45-day option to purchase up to 1,500,000 additional Units to cover over-allotments, if any.
As also previously disclosed in the Previous 8-K, simultaneously with the closing of the IPO, the Company consummated a private placement (a “Private Placement”) in which (i) Next Move Capital LLC, the Company’s sponsor (the “Sponsor”), purchased 105,000 units (the “Private Units”) at a price of $10.00 per unit, for $1,050,000 in the aggregate, of which $150,000 was paid through the reduction of the outstanding principal amount due under that certain promissory note by and between the Company and the Sponsor, dated as of December 31, 2024, as amended from time to time, by such amount; and (ii) certain third-party investors, none of which are affiliated with the Sponsor, the Company’s officers and directors, the underwriters or any other investor, and certain registered persons of the underwriters purchased 65,000 Private Units, in the aggregate, at a price of $10.00 per unit, for $650,000 in the aggregate.
Subsequently, the underwriters exercised the over-allotment option in full, and the closing of the issuance and sale of the additional Units (the “Over-Allotment Option Units”) occurred on July 10, 2025. The total aggregate issuance by the Company of 1,500,000 Over-Allotment Option Units at a price of $10.00 per unit resulted in total gross proceeds of $15,000,000. On July 10, 2025, simultaneously with the sale of the Over-Allotment Option Units, the Company consummated the private sale of an additional 7,500 Private Units to the Sponsor, generating gross proceeds of $75,000. The Private Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation D promulgated thereunder, as the transactions did not involve a public offering.
In connection with the underwriters’ exercise of the over-allotment option in full, the Company also issued an additional 60,000 Class A Ordinary Shares to the designee of the representative of the underwriters as part of the underwriting compensation relating to the closing of the over-allotment option and sale and issuance of the Over-Allotment Option Units. Further, the underwriters agreed to waive underwriting commissions relating to the IPO in an amount equal to 0.25% of the gross proceeds from the issuance and sale of the Over-Allotment Option Units, or $37,500 in the aggregate. As a result, $37,500 that would have otherwise been payable by the Company as underwriting commissions to the underwriters in connection with the full exercise of the over-allotment option will be available to the Company as additional working capital to be used by the Company prior to the completion of its initial business combination.
A total of $115,000,000 of the net proceeds from the sale of Units in the IPO (including the Over-Allotment Option Units) and the Private Placements on July 2, 2025 and July 10, 2025, were placed in a trust account established for the benefit of the Company’s public shareholders and the underwriters of the IPO with Continental Stock Transfer & Trust Company acting as trustee.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description of Exhibits | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NMP Acquisition Corp. | ||
| By: | /s/ Melanie Figueroa | |
| Name: | Melanie Figueroa | |
| Title: | Chief Executive Officer and Director | |
| Date: July 10, 2025 | ||
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