IPO and Proceeds - The company completed its initial public offering on July 2, 2025, raising total gross proceeds of $100 million from the sale of 10 million public units at $10.00 per unit[22]. - An additional 1.5 million public units were sold under the over-allotment option, generating gross proceeds of $15 million, bringing total proceeds to $115 million[23]. - The company has placed $115 million from the net proceeds of the initial public offering and private placement into a trust account for the benefit of public shareholders[25]. - Total transaction costs associated with the IPO amounted to $5,457,575, including cash underwriting fees of $537,500[153]. - The company raised $115,000,000 from its initial public offering (IPO) by issuing 10,000,000 units at $10.00 per unit, along with additional proceeds from private placements totaling $1,625,000[196]. - The over-allotment option was fully exercised, resulting in an additional issuance of 1,500,000 units for gross proceeds of $15,000,000[200]. - The company has placed $115,000,000 in a trust account, which can only be invested in U.S. government securities until the completion of a business combination[203]. Business Combination Strategy - The company has up to 18 months from the closing of the initial public offering to complete its initial business combination[38]. - There is no restriction on the industry or geographic location of target companies, allowing for a broad search for potential acquisitions[29]. - The company intends to focus on acquiring businesses with significant revenue and earnings growth potential through existing and new product development[33]. - The management team will evaluate target businesses based on criteria such as resilient business models and sustainable competitive advantages[31][32]. - The initial business combination must involve target businesses with an aggregate fair market value of at least 80% of the trust account balance[51]. - The company may structure the initial business combination to acquire less than 100% of the target business, provided it acquires at least 50% of the voting securities[53]. - The company will conduct thorough due diligence on prospective target businesses, including meetings with management and document reviews[54]. - The management team believes their operational and transactional experience will provide a substantial number of potential business combination targets[56]. - The company may face competition from other entities with similar business objectives, which may limit its ability to acquire larger target businesses[107]. Financial Position and Risks - The company has $115,000,000 available for a business combination, assuming no redemptions and before fees and expenses[65]. - If the initial business combination is not completed within the specified time frame, the initial shareholders may lose their entire investment[38]. - If the initial business combination is not completed within 18 months, the company will redeem 100% of outstanding public shares at approximately $10.00 per share[52]. - The company may need to seek additional financing if the cash portion of the purchase price exceeds the amount available from the trust account[45]. - The company may seek additional financing through private offerings of debt or equity securities to complete the initial business combination[50]. - The company may face risks due to a lack of business diversification, relying on the performance of a single business for an indefinite period after the initial business combination[66]. - There is uncertainty regarding the management team's ability to effectively manage the combined company, as their skills and qualifications may not align with the needs of a public company[67]. - The company may not be able to return $10.00 per share to public shareholders if bankruptcy claims deplete the trust account[105]. - The company may not be able to complete its initial Business Combination if claims against the Trust Account reduce available funds below $10.00 per Public Share[211]. Shareholder Rights and Redemption - Public shareholders will have the opportunity to redeem their Class A ordinary shares upon completion of the initial business combination, regardless of their voting stance[81]. - The company plans to conduct redemptions without a shareholder vote unless required by law or stock exchange listing requirements[82]. - Public shareholders are restricted from seeking redemption rights for Excess Shares if they hold more than 15% of the shares sold in the initial public offering, which aims to prevent attempts to block the business combination[91]. - The redemption process requires public shareholders to tender their shares or deliver them electronically, with a tender offer period of not less than 20 business days[92]. - The per-share redemption amount upon dissolution is expected to be approximately $10.00, but this amount may be reduced due to creditor claims against the trust account[102]. - If the Company fails to complete a Business Combination within the Combination Period, it will redeem 100% of the outstanding Public Shares at a price equal to the amount in the Trust Account[209]. - The company has a letter agreement with its sponsor to not propose amendments that would affect redemption rights without providing an opportunity for public shareholders to redeem their shares[100]. Operational and Management Considerations - The company is classified as an "emerging growth company" and can delay the adoption of certain accounting standards until they apply to private companies[115]. - The company is also a "smaller reporting company," allowing it to provide only two years of audited financial statements[116]. - The company has not commenced any operations as of December 31, 2025, and will not generate operating revenues until after completing a business combination[195]. - The company has not adopted any cybersecurity risk management program, as it does not consider itself to face significant cybersecurity risks[127]. - The company has not paid any cash dividends on its ordinary shares and does not intend to do so prior to completing its initial business combination[136]. - The company has no approved plan to extend the business combination deadline beyond January 2, 2027, raising substantial doubt about its ability to continue as a going concern[215]. - The company has adopted an insider trading policy to prevent purchases during blackout periods and when in possession of material non-public information[79]. - The company has two officers and management intends to devote necessary time to affairs until the initial business combination is completed[109]. Financial Performance - For the year ended December 31, 2025, the company reported a net income of $1,778,677, influenced by investment income of $2,283,599 from the trust account[149][158]. - The company had a cash balance of $353,247 and working capital of $386,293 as of December 31, 2025[150][161]. - The net income for the year ended December 31, 2025, was $1,778,677, compared to a net loss of $55,000 for the period from inception to December 31, 2024[185]. - The company reported total assets of $117,797,809 as of December 31, 2025, a significant increase from $17,800 in 2024[183]. - The company had total current liabilities of $127,917 as of December 31, 2025, up from $72,800 in 2024[183]. - The basic and diluted net income per redeemable share for the year ended December 31, 2025, was $0.18[185]. - The company generated net cash used in operating activities of $542,631, with significant changes in operating assets and liabilities including a decrease in prepaid expenses of $143,163[191]. - Formation and operating expenses for the year ended December 31, 2025, totaled $504,922, compared to $55,000 in 2024[185]. - The weighted average redeemable ordinary shares outstanding for the year ended December 31, 2025, was 5,701,370[185]. - The company issued 3,833,333 Class B ordinary shares during the year, increasing its total shareholders' equity to $786,293 by December 31, 2025[187].
NMP Acquisition Corp Unit(NMPAU) - 2025 Q4 - Annual Report