Item 3. Legal Proceedings
Item 3. Legal Proceedings.
We are not currently a party
to any material litigation or other legal proceedings brought against us. We are also not aware of any legal proceeding, investigation
or claim, or other legal exposure that has a more than remote possibility of having a material adverse effect on our business, financial
condition or results of operations.
Item 4. Mine Safety Disclosures.
Not applicable.
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PART II
Item 5. Market Information.
Our public units, public shares
and public rights are each traded on the Nasdaq Global Market under the symbols “NMPAU,” “NMP” and “NMPAR,”
respectively.
Holders
As of the date hereof, we
had 13 holders of record of our units, 2 holders of record of our separately traded public shares, 12 holders of record of our Class B
ordinary shares and 1 holder of record of our separately traded public rights. The number of record holders was determined from the records
of our transfer agent.
Dividends
We have not paid any cash
dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination.
The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general
financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our
initial business combination will be within the discretion of our board of directors at such time. In addition, our board of directors
is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future. Further, if we incur any
indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by restrictive covenants
we may agree to in connection therewith.
Recent Sales of Unregistered Securities
There are no transactions
that have not been previously included in a Quarterly Report on Form 10-Q or Current Report on Form 8-K.
Use of Proceeds from Registered Offerings
Following
the closing of the initial public offering and over-allotment option, an amount of $115,000,000 ($10.00 per unit) from the net proceeds
of the sale of the public units (including the over-allotment units) in the initial public offering and the private placement was placed
in the trust account. The funds in the trust account will be invested or held only in either (i) U.S. government treasury bills with a
maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company
Act, which invest only in direct U.S. government treasury obligations, (ii) as uninvested cash, or (iii) an interest bearing
bank demand deposit account or other accounts at a bank. We intend to use substantially all of the funds held in the trust account,
including any amounts representing interest earned on the trust account (which interest shall be net of permitted withdrawals and up to
$100,000 of interest to pay dissolution expenses), to complete our initial business combination. Except with respect to permitted withdrawals
and/or dissolution expenses, the proceeds from the initial public offering and private placement held in the trust account will not be
released until the earliest of (a) the completion of our initial business combination; (b) the redemption of any of the public shares
in connection with any vote on a proposed business combination in accordance with the provisions of our amended and restated memorandum
and articles of association; (c) the repurchase of shares by means of a tender offer pursuant to the amended and restated memorandum and
articles of association (d) the redemption of any of our public shares in connection with a shareholder vote to amend the amended and
restated memorandum and articles of association (i) to modify the substance or timing of our obligation to allow redemption in connection
with our initial business combination or redeem 100% of its public shares if we do not consummate its initial business combination by
January 2, 2027 (or such later date if extended), or (ii) with respect to any other provision relating to the rights of the holders of
Class A ordinary shares or pre-initial business combination activity; and (e) the redemption of all of the Company’s public shares
if it is unable to complete its business combination by January 2, 2027 (or such later date if extended), subject to applicable law and
the provisions of the amended and restated memorandum and articles of association.
The remaining proceeds from
the initial public offering and the private placement are held outside the trust account. Such funds are being used primarily to enable
us to identify a target and to negotiate and consummate our initial business combination.
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Purchases of Equity Securities by the Issuer
and Affiliated Purchasers
There were no purchases
of our equity securities by us or an affiliate during the fourth quarter of the fiscal year ended December 31, 2025.
Item 6. [Reserved].