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Item 1. Financial Statements

2025-11-12 compared with 2025-08-13 · 480 added, 411 removed, 390 unchanged (70% of the section changed)

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NMP ACQUISITION CORP.

INDEX TO FINANCIAL STATEMENTS

Financial Statements of NMP Acquisition Corp.:

Condensed Balance Sheets as of June 30, 2025 (unaudited) and December 31, 2024

Statements of Operations for the three and six months ended June 30, 2025 (unaudited)

Statements of Changes in Shareholder’s Deficit for the three and six months ended June 30, 2025 (unaudited)

Statements of Cash Flows for the six months ended June 30, 2025 (unaudited)

Notes to Financial Statements

NMP ACQUISITION CORP.

CONDENSED BALANCE SHEETS

September 30,

Current Assets:

Prepaid expenses

Receivable from investors

Total Current Assets

Deferred offering costs

Investments held in Trust Account

$ 116,835,177

LIABILITIES AND SHAREHOLDER’S EQUITY (DEFICIT)

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Accrued expenses

Accrued offering expenses

Due to related party

Note payable – related party

Advances from investors – related party

Advances from investors

Total Current Liabilities

Commitments and contingencies (Note 6)

Shareholder’s Deficit:

Class A ordinary shares, $ 0.0001 par value;

11,500,000 shares subject to possible redemption at $ 10.10 per share

Shareholder’s Equity (Deficit):

Preference shares, $ 0.0001 par value;

5,000,000 shares authorized;

none issued or outstanding as of June 30, 2025 and December 31, 2024

Class A ordinary shares, $ 0.0001 par value, 500,000,000 shares authorized, none issued or outstanding as of June 30, 2025 and December 31, 2024

Class B ordinary shares, $ 0.0001 par value, 50,000,000 shares authorized, 3,833,333 shares ( 1 ) and 1 share issued and outstanding, as of June 30, 2025 and December 31, 2024, respectively

none issued or outstanding as of September 30, 2025 and December 31, 2024

Class A ordinary shares, $ 0.0001 par value, 500,000,000 shares authorized, 637,500 and 0 shares issued and outstanding, excluding 11,500,000 and 0 Class A ordinary shares subject to possible redemption.

as of September 30, 2025 and December 31, 2024

Class B ordinary shares, $ 0.0001 par value, 50,000,000 shares authorized, 3,833,333 shares ( 1 ) and 1 share issued and outstanding, as of September 30, 2025 and December 31, 2024, respectively

Additional paid-in capital

Accumulated deficit

Total Shareholder’s Deficit

Total Liabilities and Shareholder’s Deficit

(1) Includes up to 500,000 Class B ordinary shares subject to forfeiture

if the over-allotment option is not exercised in full or in part by the underwriters (see Note 7).

Retained earnings (Accumulated deficit)

Total Shareholder’s Equity (Deficit)

Total Liabilities and Shareholder’s Equity (Deficit)

$ 116,835,177

(1) Includes up to 500,000 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 6).

No Class B ordinary shares were forfeited as the underwriters fully exercised the over-allotment option (see Note 5).

The accompanying notes are an integral part of

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CONDENSED STATEMENTS OF OPERATIONS

Three Months Ended

September 30,

Nine Months Ended

September 30,

Formation and operating expenses

TOTAL EXPENSES

$ ( 133,456 )

Weighted average shares outstanding, basic and diluted (1)

Basic and diluted net loss per ordinary share

(1) Excludes up to 500,000 Class B ordinary shares subject to forfeiture

if the over-allotment option is not exercised in full or in part by the underwriters (see Note 7).

Investment income on investments held in Trust

TOTAL OTHER INCOME

Weighted average

redeemable ordinary shares outstanding, basic and diluted

Basic and diluted net income per share

average non-redeemable ordinary shares outstanding, basic and diluted (1)

Basic and diluted net income per share

(1) Excludes up to 500,000 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 6).

No Class B ordinary shares were forfeited as the underwriters fully exercised the over-allotment option (see Note 5).

The accompanying notes are an integral part of

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CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDER’S DEFICIT

FOR THE THREE AND SIX MONTHS ENDED JUNE 30,

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER

30, 2025 (UNAUDITED)

Ordinary Shares

Shareholder’s

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Balance, March 31, 2025

Forfeiture of class B shares

Issuance of class B shares

Forfeiture of class B ordinary shares

Issuance of class B ordinary shares

Balance, June 30, 2025

Conversion of related party Promissory Note

Remeasurement

( 1,858,580 )

( 2,075,811 )

(1) Includes up to 500,000 Class B ordinary shares subject to forfeiture

if the over-allotment option is not exercised in full or in part by the underwriters (see Note 7).

Offering costs

Public rights, fair value

Private Placement Units, proceeds

Issuance of Class A ordinary shares to representative

Balance, September 30, 2025

(1) Includes up to 500,000 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 6).

No Class B ordinary shares were forfeited as the underwriters fully exercised the over-allotment option (see Note 5)

The accompanying notes are an integral part of

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NMP ACQUISITION CORP.

CONDENSED STATEMENTS OF CASH FLOWS

CONDENSED STATEMENT OF CASH FLOWS

Nine Months Ended

September 30,

Cash Flows From Operating Activities:

Investment income earned on Trust assets

( 1,163,000 )

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Accounts payable

Net Cash Provided by

Operating Activities

Net Cash Used In Operating Activities

Cash Flows From Investing Activities:

Cash deposited into Trust

( 115,000,000 )

Net Cash Used in Investing Activities

( 115,000,000 )

Cash Flows From Financing Activities:

Proceeds from issuance of Sponsor promissory note

Proceeds from investors and Sponsor

Deferred offering costs

Proceeds from initial public offering

Proceeds from Private Placement

Payment of offering costs

Net Cash Provided by Financing Activities

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Supplemental Disclosure of cash flow information:

investing and financing activities

B ordinary shares issued for payment to vendor

B ordinary shares issued for subscription receivable

Accrued offering costs

Non-cash investing and financing activities

Class B ordinary shares issued

for advance from sponsor

Class B ordinary shares issued for subscription receivable

Remeasurement of Class A ordinary shares subject to possible redemption

The accompanying notes are an integral part of

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NMP ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 1 — DESCRIPTION OF ORGANIZATION

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and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of June 30, 2025, the Company had not commenced any operations.

All activity for the period from December 18, 2024 (inception) through June 30, 2025 relates to the Company’s formation

and the initial public offering (the “Initial Public Offering”), which is described below.

The Company will not generate any

operating revenues until after the completion of initial Business Combination, at the earliest.

As of September 30, 2025,

the Company had not commenced any operations.

All activity for the period from December 18, 2024 (inception) through September 30,

2025, relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described

below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination.

The Company will not generate

any operating revenues until after the completion of initial Business Combination, at the earliest.

The Company will generate non-operating

income in the form of interest income from the proceeds derived from this offering.

The Company has selected December 31 as its fiscal

On July 2, 2025, the Company consummated the Initial Public Offering

of 10,000,000 units (the “Public Units”) (each Public Unit consists of one Class A ordinary share, par value $ 0.0001

per share (the “Public Shares”), and one right (the “Public Rights”) to receive one-fifth (1/5) of one Class A

ordinary share upon the consummation of an initial Business Combination;

each five rights entitle the holder thereof to receive one Class A

ordinary share at the closing of an initial Business Combination;

and the Company will not issue fractional ordinary shares), at $ 10.00

per Public Unit, which is discussed in Note 3.

In addition, 400,000 Class A ordinary shares were issued to the designee of Maxim

Group LLC (“Maxim”), the representative of the underwriters, as part of the underwriting compensation relating to the closing

of the Initial Public Offering and sale and issuance of the Public Units (the “Representative Shares”).

income in the form of interest income from the proceeds derived from the Initial Public Offering.

The Company has selected December 31

as its fiscal year end.

On July 2, 2025, the Company

consummated the Initial Public Offering of 10,000,000 units (the “Public Units”) (each Public Unit consists of one Class A

ordinary share, par value $ 0.0001 per share (the “Public Shares”), and one right (the “Public Rights”) to receive

one-fifth (1/5) of one Class A ordinary share upon the consummation of an initial Business Combination;

each five rights entitle

the holder thereof to receive one Class A ordinary share at the closing of an initial Business Combination;

and the Company will

not issue fractional ordinary shares), at $ 10.00 per Public Unit, which is discussed in Note 3.

In addition, 400,000 Class A ordinary

shares were issued to the designee of Maxim Group LLC (“Maxim”), the representative of the underwriters, as part of the underwriting

compensation relating to the closing of the Initial Public Offering and sale and issuance of the Public Units (the “Representative

Simultaneously with the closing

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The Private Placement Units are identical to the Public Units, subject to certain limited exceptions.

Subsequently, the underwriters

exercised the over-allotment option in full, and the closing of the issuance and sale of the additional Public 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 Placement Units to the Sponsor, generating gross

proceeds of $ 75,000 .

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.

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, $ 37,500 that would have otherwise

been payable by the Company as underwriting commissions to the underwriters in connection with the sale and issuance of the Over-Allotment

Option Units 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.

Transaction costs amounted

to $ 5,458,023 , consisting of $ 537,500 of cash underwriting fees, $ 4,600,000 of fair value of shares issued to the representative of the

several underwriters, and $ 320,523 of other offering costs.

NMP ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 1 — DESCRIPTION OF ORGANIZATION

AND BUSINESS OPERATIONS AND GOING CONCERN (cont.)

Subsequent to the

closing of the Initial Public Offering, the underwriters exercised the over-allotment option in full, and the closing of the

issuance and sale of the additional Public Units (the “Over-Allotment Option Units,” and together with the Public Units,

the “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 Placement Units to the

Sponsor, generating gross proceeds of $ 75,000 .

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.

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, $ 37,500 that would have otherwise been payable by the Company as underwriting commissions to the

underwriters in connection with the sale and issuance of the Over-Allotment Option is available to the Company as additional working

capital to be used by the Company prior to the completion of its initial Business Combination.

On August 28, 2025, the Company announced that, on or around September

3, 2025, the holders of the Units were able to elect to separately trade the Class A ordinary shares and the rights included in the Units.

Any Units not separated will continue to trade on the Global Market tier of The Nasdaq Stock Market (“Nasdaq”) under the symbol

“NMPAU.” The Class A ordinary shares and the rights that are separated will trade on Nasdaq under the symbols “NMP”

and “NMPAR,” respectively.

No fractional rights will be issued upon separation of the units and only whole rights will trade.

Transaction costs amounted to $ 5,457,575 , consisting of $ 537,500 of

cash underwriting fees, $ 4,600,000 of fair value of shares issued to the representative of the several underwriters, and $ 320,075 of other

offering costs.

The Company’s management

has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private

Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a

fair market value equal to at least 80 % of the net assets held in the Trust Account (as defined below) (excluding taxes payable on the

interest earned on the funds held in the Trust Account).

Funds may only be released to the Company to fund its working capital requirements,

subject to a limit of $ 300,000 , in the aggregate, of the interest earned on the funds held in the Trust Account and/or to pay the Company’s

income and franchise taxes, if any, provided that all withdrawals may only be made from interest and not from the principal held in the

Trust Account (collectively, the “permitted withdrawals”)).

The Company will only complete a Business Combination if the post-Business

Combination company owns or acquires 50 % or more of the issued and outstanding voting securities of the target or otherwise acquires a

controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment

Company Act of 1940, as amended (the “Investment Company Act”).

There is no assurance that the Company will be able

to successfully effect a Business Combination.

Upon the closing of the Initial Public Offering, management has agreed that $ 10.00 per

Public Share sold in the Initial Public Offering, including proceeds of the sale of the Private Placement Units, will be held in a trust

account (the “Trust Account”) and initially invested in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of

the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as

a money market fund investing solely in U.S.

Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company

Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution

of the funds in the Trust Account to the Company’s shareholders, as described below.

To mitigate the risk that the Company might

be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that the Company holds

investments in the Trust Account, the Company may, at any time (based on the management team’s ongoing assessment of all factors

related to the Company’s potential status under the Investment Company Act), instruct the trustee to liquidate the investments held

in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest bearing demand deposit account at a

Placement Units, although substantially all of the net proceeds are intended to be applied generally towards complying with the Company’s

financial reporting obligations and consummating a Business Combination.

The stock exchange listing rules require that the Business Combination

must be with one or more operating businesses or assets with a fair market value equal to at least 80 % of the net assets held in the Trust

Account (as defined below) (excluding taxes payable on the interest earned on the funds held in the Trust Account).

Funds may only be

released to the Company to fund its working capital requirements, subject to a limit of $ 300,000 , in the aggregate, of the interest earned

on the funds held in the Trust Account and/or to pay the Company’s income and franchise taxes, if any, provided that all withdrawals

may only be made from interest and not from the principal held in the Trust Account (collectively, the “permitted withdrawals”)).

The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more of the issued

and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it

not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment

Company Act”).

There is no assurance that the Company will be able to successfully effect a Business Combination.

Upon the closing

of the Initial Public Offering, and subsequently the closing of the Over-Allotment Option, an amount of $ 115,000,000 (or $ 10.00 Unit)

from the net proceeds of the Initial Public Offering, Over-Allotment Option and Private Placement was placed in a trust account (the “Trust

Account”), with Continental Stock Transfer & Trust Company acting as trustee, which may only be invested in U.S.

securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days

or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S.

and meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of

(i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s

shareholders, as described below.

To mitigate the risk that the Company might be deemed to be an investment company for purposes of the

Investment Company Act, which risk increases the longer that the Company holds investments in the Trust Account, the Company may, at any

time (based on the management team’s ongoing assessment of all factors related to the Company’s potential status under the

Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in

the Trust Account in cash or in an interest bearing demand deposit account at a bank.

NMP ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 1 — DESCRIPTION OF ORGANIZATION

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The Public Shares subject to redemption will be recorded at a redemption value and classified

as temporary equity upon the completion of the Initial Public Offering in accordance with the Accounting Standards Codification (“ASC”)

Topic 480 “Distinguishing Liabilities from Equity.”

as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board (“FASB”)

Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

If the Company seeks shareholder

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the Companies Act (Revised) of the Cayman Islands), or such other vote as required by applicable law or the stock exchange rules.

to limited exceptions, if the Company’s Business Combination is structured as a statutory merger or consolidation with another

company under Cayman Islands law, shareholders will be required to pass a special resolution, which requires the affirmative vote of

at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed,

by proxy at the applicable general meeting of the Company, approving a plan of merger or plan of consolidation.

If a shareholder vote

is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote

for business or other reasons, the Company will, pursuant to its Articles, conduct the redemptions pursuant to the tender offer rules

of the Securities and Exchange Commission (the “SEC”), and file tender offer documents containing substantially the same

information as would be included in a proxy statement with the SEC prior to completing a Business Combination.

If the Company seeks shareholder

approval in connection with a Business Combination, the initial shareholders and the Company’s officers and directors have agreed

to vote their Founder Shares (as defined in Note 5), Private Placement Shares and any Public Shares purchased during or after the

Initial Public Offering in favor of approving a Business Combination (except that any Public Shares such parties may purchase in compliance

with the requirements of Rule 14e-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), would not

be voted in favor of approving the Business Combination).

Additionally, each Public Shareholder may elect to redeem their Public Shares,

without voting, and if they do vote, irrespective of whether they vote in favor of or vote against, or abstain from voting on, a proposed

Business Combination and waive their redemption rights with respect to any such shares in connection with a shareholder vote to approve

a Business Combination.

to limited exceptions, if the Company’s Business Combination is structured as a statutory merger or consolidation with another company

under Cayman Islands law, shareholders will be required to pass a special resolution, which requires the affirmative vote of at least

two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy

at the applicable general meeting of the Company, approving a plan of merger or plan of consolidation.

If a shareholder vote is not required

under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or

other reasons, the Company will, pursuant to its Articles, conduct the redemptions pursuant to the tender offer rules of the Securities

and Exchange Commission (the “SEC”), and file tender offer documents containing substantially the same information as would

be included in a proxy statement with the SEC prior to completing a Business Combination.

If the Company seeks shareholder approval in

connection with a Business Combination, the initial shareholders and the Company’s officers and directors have agreed to vote their

Founder Shares (as defined in Note 5), Private Placement Shares and any Public Shares purchased during or after the Initial Public

Offering in favor of approving a Business Combination (except that any Public Shares such parties may purchase in compliance with the

requirements of Rule 14e-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), would not be voted

in favor of approving the Business Combination).

Additionally, each Public Shareholder may elect to redeem their Public Shares, without

voting, and if they do vote, irrespective of whether they vote in favor of or vote against, or abstain from voting on, a proposed Business

Combination and waive their redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business

Notwithstanding the foregoing,

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NMP ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 1 — DESCRIPTION OF ORGANIZATION

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Going Concern Considerations

At June 30, 2025, the Company had cash of $ 1,325,110 and

a working capital deficit of $ 159,217 .

At September 30, 2025, the

Company had cash of $ 440,824 and a working capital of $ 566,713 .

Subsequent to the consummation

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These loans are evidenced by a promissory note dated December 31, 2024, as amended on June

Additionally, interest earned on the funds held in the Trust Account may be released to us as permitted withdrawals to fund our

working capital requirements, subject to a limit of $ 300,000 , in the aggregate, of the interest earned on the funds held in the Trust

Additionally, interest earned on the funds held in the Trust Account may be released to us as permitted withdrawals to fund

our working capital requirements, subject to a limit of $ 300,000 , in the aggregate, of the interest earned on the funds held in the Trust

Based on the foregoing, management

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NMP ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 2 — SUMMARY OF SIGNIFICANT

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The interim results for the three

and six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025

and nine months ended September 30, 2025, are not necessarily indicative of the results to be expected for the year ending December 31,

2025, or for any future interim periods.

These interim unaudited condensed financial statements should be read in conjunction with the Company’s

audited financial statements and notes for the period from December 18, 2024 (inception) through December 31, 2024, included in the Registration

Statement on Form S-1 (File No.

These interim unaudited condensed financial statements should be read in conjunction with the

Company’s audited financial statements and notes for the period from December 18, 2024 (inception) through December 31, 2024, included

in the Registration Statement on Form S-1 (File No.

333-286985) originally filed with the SEC on February 10, 2025.

Emerging Growth Company

The Company is an “emerging growth company,” as defined

in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, as amended

(the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable

to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the

independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002,

reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the

requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments

not previously approved.

The Company is an “emerging

growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups

Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting

requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being

required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley

Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and

exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden

parachute payments not previously approved.

Further, Section 102(b)(1) of

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reported amounts of expenses during the reporting period.

Making estimates requires management

to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set

of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could

change in the near term due to one or more future confirming events.

Accordingly, the actual results could differ significantly from those

Making estimates requires

management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation

or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate,

could change in the near term due to one or more future confirming events.

Accordingly, the actual results could differ significantly

from those estimates.

NMP ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 2 — SUMMARY OF SIGNIFICANT

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Cash and Cash Equivalents

The Company considers all short-term

investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company did not have any

cash equivalents as of June 30, 2025 and December 31, 2024.

The Company considers all

short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company did not

have any cash equivalents as of September 30, 2025 and December 31, 2024.

Deferred Offering Costs

The Company complies with the

requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses

of Offering” and Topic 5T — “Accounting for Expenses or Liabilities Paid by Principal Stockholder(s).”

Deferred offering costs consist

of costs incurred in connection with preparation for the Initial Public Offering, which include professional and registration fees incurred.

Deferred offering costs, together with the underwriting discounts and commissions, will be allocated to the separable financial instruments

issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received.

As of June 30, 2025 and

December 31, 2024, the Company had $ 214,143 and $0 , respectively, of deferred offering costs.

The Company follows the asset and liability method of accounting for

income taxes under ASC 740, “Income Taxes” (“ASC 740”).

Deferred tax assets and liabilities are recognized

for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets

and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply

to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred

tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date.

allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes

a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or

expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more likely than not to be sustained

upon examination by taxing authorities.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as

income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2025 and

December 31, 2024.

The Company is currently not aware of any issues under review that could result in significant payments, accruals

or material deviation from its position.

The Company complies with

the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering”

and Topic 5T — “Accounting for Expenses or Liabilities Paid by Principal Stockholder(s).”

Deferred offering costs consist of costs incurred in connection with

preparation for the Initial Public Offering, which include professional and registration fees incurred.

Deferred offering costs, together

with the underwriting discounts and commissions, will be allocated to the separable financial instruments issued in the Initial Public

Offering based on a relative fair value basis, compared to total proceeds received.

The Company follows the asset

and liability method of accounting for income taxes under ASC 740, “Income Taxes” (“ASC 740”).

assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements

carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using

enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included

the enactment date.

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of

tax positions taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more likely than

not to be sustained upon examination by taxing authorities.

The Company recognizes accrued interest and penalties related to unrecognized

tax benefits as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September

30, 2025 and December 31, 2024.

The Company is currently not aware of any issues under review that could result in significant payments,

accruals or material deviation from its position.

There is currently no taxation

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Consequently, income taxes are not reflected in the Company’s financial statements.

Net Loss per Ordinary Share

Net loss per ordinary share

is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares

subject to forfeiture.

At June 30, 2025, the Company did not have any dilutive securities and other contracts that could, potentially,

be exercised or converted into ordinary shares and then share in the earnings of the Company.

As a result, diluted loss per ordinary share

is the same as basic loss per ordinary share for the period presented.

Net Income per Ordinary Share

Net income per ordinary share

is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period, excluding ordinary

shares subject to forfeiture.

At September 30, 2025, the Company did not have any dilutive securities and other contracts that could,

potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company.

As a result, diluted income

per ordinary share is the same as basic income per ordinary share for the period presented.

The following tables reflect

the calculation of basic and diluted net income per ordinary share.

Three Months Ended

September 30,

Redeemable ordinary shares

Allocation of net income, basic and diluted

Basic and diluted weighted average ordinary shares

Basic and diluted net income per ordinary share

Non-redeemable ordinary shares

Allocation of net income, basic and diluted

Basic and diluted weighted average ordinary shares outstanding

Basic and diluted net income per ordinary share

ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 2 — SUMMARY

OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Nine Months Ended

September 30,

Redeemable ordinary shares

Allocation of net income, basic

Basic weighted average shares outstanding

Basic net income per ordinary share

Non-redeemable ordinary shares

Allocation of net income, basic

Basic weighted average shares outstanding

Basic net income per ordinary share

Concentration of Credit Risk

Financial instruments that potentially subject

the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal

Deposit Insurance Corporation limit and cash held in the trust with a financial institution, which, at times, may exceed the Securities

Investor Protection Corporation limit.

Any loss incurred or a lack of access to such funds could have a significant adverse impact on

the Company’s financial condition, results of operations, and cash flows.

Investments Held in Trust Account

On September 30, 2025, the

Company had $ 116,163,300 in cash and investments held in the Trust Account.

Fair Value of Financial Instruments

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NMP ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 2 — SUMMARY OF SIGNIFICANT

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Fair Value Measurements

Fair value is defined as the

price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants

Fair value is defined as

the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants

at the measurement date.

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These tiers include:

● Level 1, defined as observable inputs such as quoted prices

(unadjusted) for identical instruments in active markets;

● Level 2, defined as inputs other than quoted prices in active

markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices

for identical or similar instruments in markets that are not active;

● Level 3, defined as unobservable inputs in which little or

no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques

in which one or more significant inputs or significant value drivers are unobservable.

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the

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Derivative Financial Instruments

The Company evaluates its financial

instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with

ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities,

the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with

changes in the fair value reported in the statements of operations.

The classification of derivative instruments, including whether such

instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.

Derivative liabilities are

classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument

could be required within 12 months of the balance sheet date.

There were no derivatives outstanding as of June 30, 2025 and December 31,

Over-Allotment Liability

The over-allotment option is deemed to be a freestanding financial instrument

indexed on the contingently redeemable Class A ordinary shares and will be accounted for as a liability pursuant to the guidance contained

in the Financial Accounting Standards Board (“FASB”) ASC 480, “Distinguishing Liabilities from Equity.” There

was no over-allotment option outstanding as of June 30, 2025 and December 31, 2024.

The Company accounts for the Public Rights issued in connection with the

Initial Public Offering and the Private Placement Rights in accordance with the guidance contained in ASC 815, “Derivatives

and Hedging.” Under ASC 815-40, the Public Rights and the Private Placement Rights meet the criteria for equity treatment and

as such will be recorded in shareholders’ equity.

The Company evaluates its

financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance

with ASC Topic 815, “Derivatives and Hedging” (“ASC 815”).

For derivative financial instruments that are

accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued

at each reporting date, with changes in the fair value reported in the statements of operations.

The classification of derivative instruments,

including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.

liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of

the instrument could be required within 12 months of the balance sheet date.

The Company accounts for

the Public Rights issued in connection with the Initial Public Offering and the Private Placement Rights in accordance with the guidance

contained in ASC 815.

Under ASC 815-40, the Public Rights and the Private Placement Rights meet the criteria for equity treatment

and as such will be recorded in shareholders’ equity.

If the Public Rights and Private Placement Rights no longer meet the criteria

for equity treatment, they will record as a liability and remeasured each period with changes recorded in the statement of operations.

There were no rights outstanding as of June 30, 2025 and December 31, 2024.

Recent Accounting Standards

In November 2023, the FASB issued Accounting Standards Update 2023-07 — Segment

Reporting — Improvements to Reportable Segment Disclosures.

This update requires public entities to disclose its significant

segment expense categories and amounts for each reportable segment.

The guidance is effective for fiscal years beginning after December

15, 2023, and interim periods within those fiscal years.

As of June 30, 2025 and December 31, 2024, the Company reported its operations

as a single reportable segment, noting no disaggregation of Company activities, management or allocation of resources by geographic region,

business activity or organizational method, thus this new guidance does not affect the disclosures.

See Note 9 for further information.

There were 2,335,500 and 0 rights outstanding as of September 30, 2025 and December 31, 2024, respectively.

NMP ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 2 — SUMMARY OF SIGNIFICANT

ACCOUNTING POLICIES (cont.)

Class A Ordinary Shares Subject to Redemption

The Public Shares

contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s

liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination.

In accordance with ASC 480-10-S99, “Distinguishing Liabilities from Equity”, the Company classifies the Public Shares

subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company.

Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to

equal the redemption value at the end of each reporting period.

Immediately upon the closing of the Initial Public Offering, the

Company recognized the accretion from initial book value to redemption amount value.

The change in the carrying value of redeemable

shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit.

Accordingly, on

September 30, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity,

outside of the shareholders’ deficit section of the Company’s unaudited condensed balance sheet.

On September 30, 2025, the Class A ordinary shares

subject to redemption reflected in the balance sheet are reconciled in the following table:

Gross proceeds

$ 115,000,000

Proceeds allocated to public rights

Class A ordinary share issuance costs

Remeasurement of carrying value to redemption value

Class A ordinary shares subject to possible redemption September 30, 2025

$ 116,163,000

Recent Accounting Standards

In November 2023, the FASB

issued Accounting Standards Update 2023-07 — “Segment Reporting — Improvements to Reportable Segment

Disclosures”.

This update requires public entities to disclose its significant segment expense categories and amounts for each

reportable segment.

The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal

As of September 30, 2025 and December 31, 2024, the Company reported its operations as a single reportable segment, noting no

disaggregation of Company activities, management or allocation of resources by geographic region, business activity or organizational

method, thus this new guidance does not affect the disclosures.

See Note 9 for further information.

Management does not believe

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financial statements.

NMP ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 3 — INITIAL PUBLIC OFFERING

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in total gross proceeds to the Company of $ 100,000,000 .

Each Public Unit consists of one Class A ordinary share and one right to

receive one-fifth (1/5) of a Class A ordinary share upon the consummation of an initial Business Combination.

Each five rights entitle

the holder thereof to receive one Class A ordinary share at the closing of an initial Business Combination.

The Company will not

issue fractional ordinary shares.

Each Unit consists of one Class A ordinary share and one right to receive

one-fifth (1/5) of a Class A ordinary share upon the consummation of an initial Business Combination.

Each five rights entitle the

holder thereof to receive one Class A ordinary share at the closing of an initial Business Combination.

The Company will not issue

fractional ordinary shares.

Subsequently, the underwriters

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ordinary share upon the consummation of an initial Business Combination.

The Private Placement Units are identical to the Public

Units, subject to certain limited exceptions.

The proceeds from the sale of the Private Placement Units were added to the net proceeds

from the Initial Public Offering held in the Trust Account.

The Private Placement Units are identical to the Units,

subject to certain limited exceptions.

The proceeds from the sale of the Private Placement Units were added to the net proceeds from

the Initial Public Offering held in the Trust Account.

If the Company does not complete a Business Combination within the Combination

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their Class A ordinary shares for cash, securities or other property, subject to certain exceptions.

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 Placement Units to the Sponsor, generating gross

proceeds of $ 75,000 .

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 Placement Units

to the Sponsor, generating gross proceeds of $ 75,000 .

NOTE 5 — RELATED PARTIES

Founder Shares

On January 13, 2025, the Sponsor received 3,833,333 of the Company’s

Class B ordinary shares, par value $ 0.0001 per share (the “Founder Shares”), as consideration for $ 25,000 in advances

to cover expenses.

On June 30, 2025, the

Sponsor forfeited 650,000 Founder Shares and the at-risk capital investors purchased 650,000 Founder Shares for an aggregate purchase

price of approximately $ 4,239 , which was received on July 2, 2025 and resulted in the Sponsor owning 3,183,333 Founder Shares.

Initial Public Offering closing does not occur by July 30, 2025, the Company must redeem the at-risk capital investor’s Founder

Shares for a cash payment equal to the initial purchase price paid by the at-risk capital investor for such Founder Shares.

public offering closed on July 2, 2025, therefore no at-risk capital investor Founder Shares had to be redeemed.

Up to 500,000 Founder Shares held by the Sponsor are subject to forfeiture

depending on the extent to which the underwriters’ over-allotment option is exercised.

In connection with the Initial Public Offering,

the underwriters’ fully exercised the over-allotment option.

As such, no Founder Shares were forfeited by the Sponsor.

On January 13, 2025,

the Sponsor received 3,833,333 of the Company’s Class B ordinary shares, par value $ 0.0001 per share (the “Founder Shares”),

as consideration for $ 25,000 in advances to cover expenses.

On June 30, 2025, the Sponsor

forfeited 650,000 Founder Shares and the at-risk capital investors purchased 650,000 Founder Shares for an aggregate purchase price of

approximately $ 4,239 , which was received on July 2, 2025 and resulted in the Sponsor owning 3,183,333 Founder Shares.

Up to 500,000 Founder Shares

held by the Sponsor were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised.

Subsequent to the Initial Public Offering closing, the underwriters’ fully exercised the over-allotment option.

As such, no Founder

Shares were forfeited by the Sponsor.

The initial shareholders

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NMP ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 5 — RELATED PARTIES (cont.)

1 unchanged sentence

The Company entered into

an Administrative Services Agreement, pursuant to which, commencing on the effective date of the Initial Public Offering through the earlier

of the Company’s consummation of a Business Combination or its liquidation, the Company will accrue payments in an amount equal

to $ 20,000 per month for office space, utilities and secretarial and administrative support, which may be paid by the Company to the Sponsor

or an affiliate thereof from amounts released as permitted withdrawals or upon completion of its initial Business Combination or its liquidation,

assuming there is cash available.

an Administrative Services Agreement, pursuant to which, commencing on the effective date of the Initial Public Offering through the

earlier of the Company’s consummation of a Business Combination or its liquidation, the Company will accrue payments in an amount

equal to $ 20,000 per month for office space, utilities and secretarial and administrative support, which may be paid by the Company to

the Sponsor or an affiliate thereof from amounts released as permitted withdrawals or upon completion of its initial Business Combination

or its liquidation, assuming there is cash available.

For the three and nine months ended September 30, 2025 the Company incurred general

and administrative services expenses of $ 60,000 which are included in formation and operating expenses on the unaudited condensed statements

of operations.

Working Capital Loans

In order to finance transaction costs in connection with a Business Combination,

the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan

the Company funds as may be required except as described in connection with the promissory note described below (“Working Capital

In order to finance transaction

costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers

and directors may, but are not obligated to, loan the Company funds as may be required except as described in connection with the promissory

note described below (“Working Capital Loans”).

Such Working Capital Loans would be evidenced by promissory notes.

The notes may be repaid upon completion of a Business

Combination, without interest.

In the event that a Business Combination does not close, the Company may use a portion of proceeds held

outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working

Capital Loans.

As of June 30, 2025 and December 31, 2024, except in connection with the note payable described below, there are no

other amounts outstanding under the Working Capital Loans.

may be repaid upon completion of a Business Combination, without interest.

In the event that a Business Combination does not close, the

Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust

Account would be used to repay the Working Capital Loans.

As of September 30, 2025 and December 31, 2024, except in connection with

the note payable described below, there are no other amounts outstanding under the Working Capital Loans.

Note Payable — Related Party

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is cash available.

At the closing of the Initial Public Offering, $ 150,000 of the outstanding principal balance of these loans will be

deemed to be repaid and settled in connection with the Sponsor’s purchase of Private Placement Units at a price of $ 10.00 per unit

(such deemed repayment being attributed to the purchase of 15,000 Private Placement Units by the Sponsor) (see Note 4).

As of June 30,

2025 and December 31, 2024, the Company drew an aggregate of $ 155,093 and $ 30,300 , respectively, against the promissory note.

At the closing of the Initial Public Offering, $ 150,000 of the outstanding principal balance of these loans was deemed

to be repaid and settled in connection with the Sponsor’s purchase of Private Placement Units at a price of $ 10.00 per unit (such

deemed repayment being attributed to the purchase of 15,000 Private Placement Units by the Sponsor) (see Note 4).

As of September 30,

2025 and December 31, 2024, an aggregate of $ 5,093 and $ 30,300 , respectively, remained outstanding against the promissory note.

amounts under this loan may be repaid upon the closing of the Company’s initial Business Combination out of the proceeds of the

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As of December 31, 2024,

the Sponsor advanced $ 25,000 which has been allocated to the purchase of the Sponsor’s Founder Shares.

This advance was used for

the purchase of the Sponsor’s Founder Shares pursuant to that certain Founder Share Subscription Agreement, dated January 13, 2025,

between the Company and the Sponsor, on such date.

As of June 30, 2025 there were no advances from Sponsor remaining except for the amount

advanced for the Private Placement Units as described in Note 6.

NOTE 6 — ADVANCES FROM INVESTORS

As of June 30, 2025, the

Company received advance payments of $ 975,000 from the Sponsor and $ 285,000 from the Maxim individuals for the purchase of Private Placement

Units in connection with the Initial Public Offering that closed on July 2, 2025 and the exercise of the underwriters’ over-allotment

that closed on July 10, 2025.

The investments were recorded in payables as of June 30, 2025 and settled simultaneously with the Initial

Public Offering on July 2, 2025 and the exercise of the underwriters’ over-allotment on July 10, 2025.

the Sponsor advanced $ 25,000 which was allocated to the purchase of the Sponsor’s Founder Shares pursuant to that certain Founder

Share Subscription Agreement, dated January 13, 2025, between the Company and the Sponsor, on such date.

As of September 30, 2025, there

were no advances from the Sponsor remaining.

NOTE 6 — COMMITMENTS AND CONTINGENCIES

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NMP ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 6 — COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

Management is currently evaluating the impact of significant global events, such

as the COVID-19 pandemic, the Russia/Ukraine and Israel/Hamas conflicts, on the industry and 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.

Management is currently evaluating

the impact of significant global events, such as the COVID-19 pandemic, the Russia/Ukraine and Israel/Hamas conflicts, on the industry

and 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.

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 of $ 0.05 per Public Unit sold in the Initial Public Offering, or $ 500,000 in the aggregate (or $ 575,000 in

the aggregate if the underwriters’ over-allotment option is exercised in full).

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

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and issuance of the Over-Allotment Option Units.

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.

NOTE 7 — SHAREHOLDER’S DEFICIT

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rights and preferences as may be determined from time to time by the Board.

As of June 30, 2025 and December 31, 2024, there were

no preference shares issued or outstanding.

As of September 30, 2025 and December 31, 2024, there

were no preference shares issued or outstanding.

Class A Ordinary Shares — The

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ordinary shares are entitled to one vote for each share.

As of June 30, 2025 and December 31, 2024, there were no Class A ordinary

shares issued or outstanding.

Class B Ordinary Shares — The Company is authorized

to issue 50,000,000 Class B ordinary shares with a par value of $ 0.0001 per share.

Holders of Class B ordinary shares are entitled

to one vote for each share.

On January 13, 2025, the Sponsor received 3,833,333 of the Company’s Class B ordinary shares as Founder

Shares for a payment of $ 25,000 .

On January 16, 2025, the Company repurchased the subscriber share at par value.

2025, the Sponsor forfeited 650,000 Founder Shares and at-risk capital investors purchased 650,000 Founder Shares for an aggregate purchase

price of approximately $ 4,239 , which resulted in the Sponsor owning 3,183,333 Founder Shares.

Up to 500,000 Founder Shares are subject

to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option is exercised.

Following the

closing of the Initial Public Offering, the underwriters fully exercised the over-allotment option on July 10, 2025.

As such, no additional

Founder Shares were forfeited by the Sponsor.

Only holders of the Founder Shares will have the right to vote on the appointment of directors

and on any resolution to approve any transfer by way of continuation in a jurisdiction outside the Cayman Islands (including any special

resolutions required to amend the constitutional documents of the Company or to adopt new constitutional documents of the Company) prior

to the Business Combination.

Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all

matters submitted to a vote of its shareholders except as otherwise required by law or the Articles.

In connection with an initial Business

Combination, the Company may enter into a shareholder agreement or other arrangement with the shareholders of the target or other investors

to provide for voting or other corporate governance arrangements that differ from those in effect upon completion of the Initial Public

The Founder Shares are designated as Class B ordinary shares and will

automatically convert at a ratio of one-for-one into Class A ordinary shares (which such Class A ordinary shares issued upon

conversion will not have redemption rights or be entitled to liquidating distributions from the Trust Account if the Company does not

consummate an initial Business Combination) at the time of an initial Business Combination, or earlier at the option of the holder.

As of September 30, 2025 and December 31, 2024, there were 637,500 and 0 ,

respectively, Class A ordinary shares issued and outstanding, which excludes 11,500,000 Class A ordinary shares subject to possible

redemption as of September 30, 2025.

Class B Ordinary Shares — The

Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $ 0.0001 per share.

Holders of Class B

ordinary shares are entitled to one vote for each share.

On January 13, 2025, the Sponsor received 3,833,333 of the Company’s Class

B ordinary shares as Founder Shares for a payment of $ 25,000 .

On January 16, 2025, the Company repurchased the subscriber share at par

On June 30, 2025, the Sponsor forfeited 650,000 Founder Shares and at-risk capital investors purchased 650,000 Founder

Shares for an aggregate purchase price of approximately $ 4,239 , which resulted in the Sponsor owning 3,183,333 Founder Shares.

Up to 500,000

Founder Shares were subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option

was exercised.

Following the closing of the Initial Public Offering, the underwriters fully exercised the over-allotment option on July

As such, no additional Founder Shares were forfeited by the Sponsor.

Only holders of the Founder Shares will have the right

to vote on the appointment of directors and on any resolution to approve any transfer by way of continuation in a jurisdiction outside

the Cayman Islands (including any special resolutions required to amend the constitutional documents of the Company or to adopt new constitutional

documents of the Company) prior to the Business Combination.

Holders of Class A ordinary shares and Class B ordinary shares will vote

together as a single class on all matters submitted to a vote of its shareholders except as otherwise required by law or the Articles.

In connection with an initial Business Combination, the Company may enter into a shareholder agreement or other arrangement with the shareholders

of the target or other investors to provide for voting or other corporate governance arrangements that differ from those in effect upon

completion of the Initial Public Offering.

NMP ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 7 — SHAREHOLDER’S DEFICIT

The Founder Shares are designated

as Class B ordinary shares and will automatically convert at a ratio of one-for-one into Class A ordinary shares (which such

Class A ordinary shares issued upon conversion will not have redemption rights or be entitled to liquidating distributions from the

Trust Account if the Company does not consummate an initial Business Combination) at the time of an initial Business Combination, or earlier

at the option of the holder.

In the case that additional

Class A ordinary shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial

Public Offering and related to or in connection with the closing of the initial Business Combination, the ratio at which Class B ordinary

shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class

B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number

of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis,

25 % of the sum of (i) all Class A ordinary shares issued and outstanding upon the completion of this offering (including any Class A ordinary

shares issued pursuant to the underwriters’ over-allotment option and excluding private placement shares and shares issued to Maxim,

the representative of our underwriters), (ii) plus all Class A ordinary shares and equity-linked securities issued or deemed issued in

connection with our initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller

in the initial business combination) and (iii) minus any redemptions of Class A ordinary shares by public shareholders in connection with

an initial business combination or certain amendments to our amended and restated articles of association prior to an initial business

provided that such conversion of founder shares will never occur on a less than one-for-one basis.

Rights — Except

in cases where the Company is not the surviving company in a business

combination, each holder of a right will automatically receive one-fifth (1/5) of one Class A ordinary share upon consummation of the

initial Business Combination.

The Company will not issue fractional shares in connection with an exchange of rights.

Fractional shares

will be rounded down to the nearest whole share.

in cases where the Company is not the surviving company in a business combination, each holder of a right will automatically receive one-fifth

(1/5) of one Class A ordinary share upon consummation of the initial Business Combination.

The Company will not issue fractional shares

in connection with an exchange of rights.

Fractional shares will be rounded down to the nearest whole share.

NOTE 8 — SEGMENT INFORMATION

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regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess

The Company’s chief operating

decision maker (“CODM”) has been identified as the Chief Executive Officer, who reviews the assets, operating results, and

financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance.

The Company’s chief

operating decision maker (“CODM”) has been identified as the Chief Executive Officer , who reviews the assets, operating results,

and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance.

management has determined that the Company only has one reporting segment.

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events and transactions that occurred after the balance sheet date through the date that the financial statements were available to be

Based upon this review, except as noted below, the Company did not identify any other subsequent events that would have required

adjustment or disclosure in the financial statements.

On July 2, 2025, the Company

consummated its Initial Public Offering of 10,000,000 Public Units (each Public Unit consists of one Public Share and one Public

Right to receive one-fifth (1/5) of one Class A ordinary share upon the consummation of an initial Business Combination;

rights entitle the holder thereof to receive one Class A ordinary share at the closing of an initial Business Combination;

Company will not issue fractional Class A ordinary shares), at $ 10.00 per Public Unit, resulting in gross proceeds of $ 100,000,000 .

Simultaneously with the closing of the Initial Public Offering, the Company completed

the sale of 170,000 Private Placement Units at a price of $ 10.00 per unit, or $ 1,700,000 in the aggregate, to the Sponsor and the

at-risk capital investors in a private placement (of which, $ 1,550,000 was paid in cash and $ 150,000 was satisfied by reduction of the

principal balance underlying the promissory note issued to the Sponsor).

Each Private Placement Unit consists of one Class A ordinary

share and one right to receive one-fifth (1/5) of one Class A ordinary share upon the consummation of the initial Business Combination.

The Private Placement Units are identical to the Public Units, subject to certain limited exceptions.

Subsequently, the underwriters exercised the over-allotment option in

full, and the closing of the issuance and sale of 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 Placement Units to the Sponsor, generating gross proceeds

of $ 75,000 .

Based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure

in the financial statements.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING

Certain statements in

this Quarterly Report on Form 10-Q, or this “report,” are “forward-looking statements” within the meaning of

Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are subject to the safe harbor

created thereby.

All statements contained in this Quarterly Report on Form 10-Q other than statements of historical facts, including

statements regarding our future results of operations and financial position, our business strategy and plans and our objectives for

future operations, are forward-looking statements.

The words “believe,” “may,” “will,”

“estimate,” “continue,” “anticipate,” “intend,” “expect” and similar

expressions are intended to identify forward-looking statements.

We have based these forward-looking statements largely on our

current expectations and projections about future events and financial trends that we believe may affect our financial condition,

results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs.

forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in “Risk

Factors” of our final prospectus dated June 30, 2025 (the “Prospectus”) and in any subsequent filing we make with

Securities and Exchange Commission (the “SEC”), as well as in any documents incorporated by reference that

describe risks and factors that could cause results to differ materially from those projected in these forward-looking

Certain statements in this

Quarterly Report on Form 10-Q, or this “report,” are “forward-looking statements” within the meaning of Section

21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are subject to the safe harbor created thereby.

All statements contained in this Quarterly Report on Form 10-Q other than statements of historical facts, including statements regarding

our future results of operations and financial position, our business strategy and plans and our objectives for future operations, are

forward-looking statements.

The words “believe,” “may,” “will,” “estimate,” “continue,”

“anticipate,” “intend,” “expect” and similar expressions are intended to identify forward-looking

We have based these forward-looking statements largely on our current expectations and projections about future events and

financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term

business operations and objectives, and financial needs.

These forward-looking statements are subject to a number of risks, uncertainties

and assumptions, including those described in “Risk Factors” of our final prospectus dated June 30, 2025 (the “Prospectus”)

and in any subsequent filing we make with the U.S.

Securities and Exchange Commission (the “SEC”), as well as in any documents

incorporated by reference that describe risks and factors that could cause results to differ materially from those projected in these

forward-looking statements.

Moreover, we operate in a

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It is not possible for our management to predict

all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors,

may cause actual results to differ materially from those contained in any forward-looking statements we may make.

all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may

cause actual results to differ materially from those contained in any forward-looking statements we may make.

In light of these risks,

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and adversely from those anticipated or implied in the forward-looking statements.

Although we believe that

the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity,

performance, achievements or events and circumstances reflected in the forward-looking statements will occur.

We are under no duty to

update any of these forward-looking statements after completion of this report to conform these statements to actual results or revised

expectations.

Although we believe that the

expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance,

achievements or events and circumstances reflected in the forward-looking statements will occur.

We are under no duty to update any of

these forward-looking statements after completion of this report to conform these statements to actual results or revised expectations.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements