NMP Acquisition Corp. Commitments Disclosure

NOTE 6 — COMMITMENTS AND CONTINGENCIES

 

Registration Rights

 

The holders of the Founder Shares, Representative Shares and Private Placement Units (and the securities comprising such units, as applicable, and any Class A ordinary shares issuable upon conversion of the Founder Shares) will be entitled to registration rights pursuant to the registration rights agreements to be signed prior to or on the effective date of Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A ordinary shares). Pursuant to the registration rights agreements, the Company agreed to file a registration statement covering the registration of these securities within 30 days from the date the Company complete its initial Business Combination (or such later date agreed upon by the Company, the Sponsor and Maxim). Further, the holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Risks and Uncertainties

 

Management is currently evaluating the impact of significant global events on the industry, such as the Russia/Ukraine and Israel/Hamas conflicts. Additionally, various social and political circumstances in the U.S. and around the world (including rising trade tensions between the U.S. and China, and other uncertainties regarding actual and potential shifts in the U.S. and foreign, trade, economic and other policies with other countries), may contribute to increased market volatility and economic uncertainties or deterioration in the U.S. and worldwide. However, the Company has concluded that while it is reasonably possible that these events could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Underwriting Agreement

 

The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 1,500,000 additional Class A ordinary shares to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. Following the closing of the Initial Public Offering, the underwriters’ fully exercised the over-allotment option, which closed on July 10, 2025. As such, no additional Founder Shares were forfeited by the Sponsor, except such shares that were forfeited in connection with the purchase of Founder Shares by the at-risk capital investors.

 

The underwriters received a cash underwriting discount and commission of $0.05 per Public Unit sold in the Initial Public Offering, or $500,000. Further, the underwriters agreed to waive underwriting commissions relating to the Initial Public Offering 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, the underwriters received additional cash underwriting discount and commission of $0.025 per Over-Allotment Option Unit sold in connection with the Over-Allotment Option, or $37,500.

 

In addition, 400,000 Representative Shares were issued to the designee of the representative of the underwriters as part of the underwriting compensation relating to the closing of the Initial Public Offering and the issuance and sale of the Public Units.

 

In connection with the underwriters’ exercise of the over-allotment option in full, the Company also issued an additional 60,000 Representative 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.