Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures
are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized,
and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated
to our management, including our principal executive officer and principal financial officer or persons performing similar functions,
as appropriate to allow timely decisions regarding required disclosure.
As required by Rules
13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation
of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2025. Based upon their evaluation,
our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) under the Exchange Act) were effective.
We do not expect that our
disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how
well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures
are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the
benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no
evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and
instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood
of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future
conditions.
Management’s Report on Internal Control
over Financial Reporting
This Annual Report does not
include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the
Company’s registered public accounting firm due to a transition period established by SEC rules for newly public companies.
Changes in Internal Control over Financial
Reporting
There were no changes in our
internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most
recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.
Item 9B. Other Information.
None of the Company’s
directors or officers adopted , modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during
the Company’s fiscal quarter ended December 31, 2025, as such terms are defined under Item 408(a) of Regulation S-K.
Item 9C. Disclosure Regarding Foreign Jurisdictions
that Prevent Inspections.
None.
27
PART III
Item 10. Directors, Executive Officers and
Corporate Governance
Officers and Directors
Our officers and directors
are as follows:
Name
Age
Title
Melanie Figueroa
43
Chief Executive Officer and Director
Nadir Ali
57
Chief Financial Officer and Director
Shanti Priya
55
Independent Director
Adam Benson
47
Independent Director
Dr. Vanila M. Singh
55
Independent Director
Melanie
Figueroa has served as our director since inception and as our Chief Executive Officer since
January 16, 2025. Since May 2023, she has served as Co-Managing Partner of Next Move Partners LLC, an advisory firm that
supports emerging growth companies navigating the complexities of the U.S. public markets in their capital raising and M&A growth
initiatives. Since March 2024, Ms. Figueroa has also served as General Counsel to Grafiti LLC, a data analytics and statistical
visualization software solution for engineers and scientists. From November 13, 2024 to November 29, 2025, she also served as a director
of Damon Inc., a company that offers personal mobility products that was listed on the Nasdaq Global Market. From January 2020 until
the closing of its business combination with XTI Aircraft Company in March 2024, Ms. Figueroa served as General Counsel to Inpixon,
a Nasdaq listed global software technology company where she assisted the executive management team and board in defining and successfully
executing its financing and M&A strategy, including domestic, cross-border and M&A transactions. Prior to her role as General
Counsel, she was the Managing Partner of the NY office of a national law firm where she advised and assisted high growth companies in
structuring and executing debt and equity financing transactions and multiple of domestic and cross border M&A transactions,
on both the buy- and sell-side. Ms. Figueroa has over 15 years of experience advising executive management teams and board of directors
of emerging growth companies seeking access to the U.S. public markets to raise capital and executing go public transactions through
traditional initial public offerings and other alternative structures, including reverse mergers, spin-offs, and SPACs which led us to
the conclusion that she is well qualified to serve as a member of our board of directors.
Nadir Ali has served
as our director since inception and as our Chief Financial Officer since January 16, 2025. Since May 2023, he has served as
Co-Managing Partner of Next Move Partners LLC, an advisory firm that supports emerging growth companies navigating the complexities
of the U.S. public markets in their capital raising and M&A growth initiatives. Since March 2024, Mr. Ali has also
served as Chief Executive Officer to Grafiti Group and its subsidiaries including Grafiti LLC, a data analytics and statistical visualization
software solution for engineers and scientists. Since its inception in October 2023, Mr. Ali also served as CEO of Grafiti Holding,
Inc. until its business combination with Damon Motors, Inc. in November 2024. From 2011 until the closing of its business combination
with XTI Aircraft Company in March 2024, Mr. Ali served as Chief Executive Officer and as a board member of Inpixon. In this
role Mr. Ali was responsible for establishing the vision, strategy and the operational aspects of Inpixon. From November 2015
until the completion of the Spin-off in August 2018, Mr. Ali served as the Chief Executive Officer of Sysorex Inc. (OTCQB: SYSX)
and he served as a member of its board of directors until May 14, 2021. Mr. Ali is also the Managing Director of 3AM LLC, a
company that advises and invests in certain asset classes including real estate and other asset classes since April 26, 2011. Mr. Ali
also serves in the capacities set forth below for each of the following direct and indirect subsidiaries of Grafiti Group LLC (a) director
of Inpixon India Limited since April 1, 2005, (b) Managing Director of Grafiti GmbH since May 8, 2020, (c) director
of Game Your Game, Inc. since April 9, 2021, (d) director of Active Mind Technology Ltd., and (e) director of Grafiti Ltd. UK since December 2025. Mr. Ali has over 25 years
of entrepreneurial, operational, management and strategic leadership experience in the high-growth tech industry and the capital
markets, completing over a dozen domestic, cross-border and M&A transactions and raising over $500 million in gross proceeds.
28
Shanti Priya has
served as our independent director since the commencement of trading of our public units on Nasdaq. She has served as the Chief Financial
Officer of Maxfield Enterprises, Inc., a luxury retail company based in Los Angeles and has been leading the organization’s finance
and operations since February 2018. Ms. Priya has also served as a director of CXApp Inc., a Nasdaq listed global technology leader
in employee workplace experiences, since March 2023. Prior to that, Ms. Priya worked for over 12 years in corporate finance at Gap
Inc. with her last role at the company as the Global Director of Financial Planning and Control overseeing the North American, European,
and Asian markets. Before transitioning into a career in finance, Ms. Priya worked as a Producer managing content creation at a tech start-up,
Knowledge Kids Network, an online educational media site. She holds a Bachelor of Arts in Honors English Literature with a minor in Biology
from Scripps College. In addition, she holds a Master of Arts in Print Journalism and a Master of Business Administration both from the
University of Southern California. Ms. Priya also serves on the board and, since August 2025, as a member of the Finance Committee of Secular Student Alliance, a non-profit organization
that educates high school and college students regarding secularism and scientific reasoning. She has previously served on the board of
Sequoyah School, a non-profit private school serving the ages from K-8. Ms. Priya is well qualified to serve on our board of directors
because of her substantial financial and operations experience.
Adam Benson has
served as our independent director since the commencement of trading of our public units on Nasdaq. He has served as Chief Technology
Officer at VMG Strategic Consulting Inc., a consulting firm specializing in technology infrastructure and strategic business counsel,
since August 2024. Prior to VMG Strategic Consulting, Inc., from June 2023 until August 2024, Mr. Benson served as the Founder at
Tagd Consulting, where he provided consulting services related to mergers and acquisitions, capital raising and other general advisory
services. Mr. Benson also served as Chief Technology Officer at CXApp Inc. from April 2023 until June 2023, and, before joining CXApp
Inc., he served as Chief Technology Officer at Inpixon from September 2018 until April 2023. Mr. Benson holds a Master of Business
Administration in Business and Data Analytics from the Louisiana State University Shreveport, and a Bachelor of Business Administration
in Business from the Memorial University of Newfoundland. Mr. Benson is well qualified to serve on our board of directors because
of his significant experience in accounting and finance, as well as information security, cybersecurity and artificial intelligence.
Dr. Vanila M. Singh has
served as our independent director since the commencement of trading of our public units on Nasdaq. She has served as a Clinical Associate
Professor at the Stanford University School of Medicine for over 20 years, focusing on pain management, regional anesthesia and advance
ultrasound-guided procedures. She also served as the Chief Medical Officer for the U.S. Department of Health and Human Services from
June 2017 to July 2019, and as Acting Regional Health Administrator for Region 9, which is comprised of certain U.S. states and territories,
where she chaired an inter-agency task force federally required by Comprehensive Addiction and Recovery Act of 2016, authored a report
to the U.S. Congress and managed national public and subcommittee meetings and others. Further, Dr. Singh has served in board of directors
of certain public companies — including BioDelivery Sciences International, Inc. (NASDAQ: BDSI), a specialty pharmaceutical company
that focused on pain management and addiction medicine, from November 2019 until its acquisition in March 2022, and Virpax Pharmaceuticals
Inc. (NASDAQ: VPRX), a specialty pharmaceutical company focused on pioneering advanced healthcare solutions, from July 2020 until August
2024 — and of Lucid Lane Inc., a private company that offers comprehensive telehealth solution for pain, mental health and substance
abuse, from April 2020 to April 2023. Dr. Singh holds a B.S. from The University of California at Berkeley, an M.D. from the George Washington
University School of Medicine and a M.A.C.M. from the University of Southern California Keck School of Medicine. Dr. Singh is well qualified
to serve on our board of directors because of her significant experience in pharmaceuticals, health care and policy, as well as her private
and public company experience as a member of the board of directors of such companies.
Number, Terms of Office and Election of Officers
and Directors
Our board of directors consist
of five members. Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than
for specific terms of office. Our board of directors is authorized to appoint officers as it deems appropriate pursuant to our amended
and restated memorandum and articles of association.
Prior to the closing of our
initial business combination, only holders of our founder shares will be entitled to vote on the appointment and removal of our directors
prior to consummation of our initial business combination and holders of our public shares will not have the right to vote on the appointment
and removal of directors during such time. These provisions of our amended and restated memorandum and articles of association may only
be amended by a special resolution passed by an affirmative vote of at least 90% of such shareholders who are eligible to vote and attend
and vote in a general meeting our shareholders.
29
Director Independence
Nasdaq’s listing standards
require that a majority of our board of directors be independent. An “independent director” is defined generally as a person
who has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that
has a relationship with the company). We are required to have three “independent directors” as defined in the Nasdaq listing
standards and applicable SEC. Our board of directors has determined that Mr. Benson, Ms. Priya, and Dr. Singh are independent directors
under applicable SEC and Nasdaq rules. Our independent directors will have regularly scheduled meetings at which only independent directors
are present.
Committees of the Board of Directors
Our board of directors has
three standing committees: an audit committee, a compensation committee and a nominating committee. Each committee operates under a charter
that has been approved by our board of directors and has the composition and responsibilities described below. Subject to phase-in rules
and a limited exception, Nasdaq rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company
be comprised solely of independent directors, and Nasdaq rules require that the compensation committee of a listed company be comprised
solely of independent directors.
Audit Committee
The members of our audit committee
are Ms. Priya, Mr. Benson and Dr. Singh. Ms. Priya serves as chair of the audit committee. Each member of the audit committee
is financially literate and our board of directors has determined that Ms. Priya qualifies as an “audit committee financial expert”
as defined in applicable SEC rules.
We have adopted an audit committee
charter that details the principal functions of the audit committee, including:
● the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors
and any other independent registered public accounting firm engaged by us;
● pre-approving all audit and non-audit services to be provided by the independent auditors or
any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;
● reviewing and discussing with the independent auditors all relationships the auditors have with us in
order to evaluate their continued independence;
● setting clear hiring policies for employees or former employees
of the independent auditors;
● setting clear policies for audit partner rotation in compliance with applicable laws and regulations;
● obtaining and reviewing a report, at least annually, from the independent auditors describing (i) the
independent auditor’s internal quality-control procedures and (ii) any material issues raised by the most recent internal
quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities,
within, the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with
such issues;
● reviewing and approving any related party transaction required to be disclosed pursuant to Item 404
of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and
● reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal,
regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published
reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting
standards or rules promulgated by FASB, the SEC or other regulatory authorities.
30
Compensation Committee
The members of our compensation
committee are Ms. Priya, Mr. Benson and Dr. Singh. Mr. Benson serves as chair of the compensation committee. We have
adopted a compensation committee charter that details the principal functions of the compensation committee, including:
● reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive
Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining
and approving the remuneration (if any) of our Chief Executive Officer’s based on such evaluation;
● reviewing and approving the compensation of all of our other officers;
● reviewing our executive compensation policies and plans;
● implementing and administering our incentive compensation equity-based remuneration plans;
● assisting management in complying with our proxy statement and annual report disclosure requirements;
● approving all special perquisites, special cash payments and other special compensation and benefit arrangements
for our officers and employees;
● producing a report on executive compensation to be included in our annual proxy statement; and
● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.
The charter also provides that
the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other
adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before
engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will
consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.
Nominating Committee
The members of our nominating
committee are Ms. Priya, Mr. Benson and Dr. Singh. Dr. Singh serves as chair of the nominating committee. We have adopted
a nominating committee charter that details the principal functions of the nominating committee, including:
● developing the criteria and qualifications for membership on the board of directors;
● recruiting, reviewing and nominating candidates for election to the board of directors or to fill vacancies
on the board of directors;
● reviewing candidates proposed by shareholders, and conducting appropriate inquiries into the background
and qualifications of any such candidates;
● monitoring and making recommendations regarding committee functions, contributions, and composition; and
● evaluating, on an annual basis, the nominating committee’s performance.
The nominating committee will
consider a number of qualifications relating to management and leadership experience, background and integrity and professionalism in
evaluating a person’s candidacy for membership on the board of directors. The nominating committee may require certain skills or
attributes, such as financial or accounting experience, to meet specific board of directors’ needs that arise from time to time
and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members.
Compensation Committee Interlocks and Insider
Participation
None of our officers currently
serves, and in the past year has not served, (i) as a member of the compensation committee or board of directors of another entity,
one of whose executive officers served on our compensation committee, or (ii) as a member of the compensation committee of another
entity, one of whose executive officers served on our board of directors.
31
Risk Oversight
Our
audit committee is responsible for overseeing our risk management process. Our audit committee focuses on our general risk management
policies and strategy, the most significant risks facing us, including risks associated with our audit, financial reporting, internal
control, disclosure control, regulatory compliance and cybersecurity matters, and oversees the implementation of risk mitigation strategies
by management. Our board of directors is also apprised of particular risk management matters in connection with its general oversight
and approval of corporate matters and significant transactions.
Director Qualifications
and Diversity
Our
board of directors seeks independent directors who represent a diversity of backgrounds and experiences that will enhance the quality
of the board of director’s deliberations and decisions. Our board of directors is particularly interested in maintaining a mix that
includes individuals who are active or retired executive officers and senior executives, particularly those with experience in, among
others, mergers and acquisitions, capital markets, finance and accounting and entrepreneurship skills.
There
is no difference in the manner in which the board of directors evaluates nominees for directors based on whether the nominee is recommended
by a shareholder. In evaluating nominations, the board of directors also looks for depth and breadth of experience within our industry
and otherwise, outside time commitments, special areas of expertise, accounting and finance knowledge, business judgment, leadership ability,
experience in developing and assessing business strategies, corporate governance expertise, and for incumbent members of the board of
directors, the past performance of the incumbent director.
Code of Ethics
We have adopted a code of ethics
applicable to our directors, officers and employees, which became effective upon the commencement of trading of our public units on Nasdaq.
We have filed a copy of our form of code of ethics and our audit committee charter as exhibits to Registration Statement, which is incorporated
by reference herein. You are able to review these documents by accessing our public filings at the SEC’s web site at www.sec.gov .
In addition, a copy of the code of ethics will be provided without charge upon request from us. We intend to disclose any amendments to
or waivers of certain provisions of our code of ethics in a Current Report on Form 8-K.
Insider Trading Policy
We
maintain an insider trading policy that governs the purchase, sale and/or other dispositions of our securities by our directors, officers
and employees, if any, which we believe is reasonably designed to promote compliance with insider trading laws, rules, regulations and
any applicable listing standards.
Clawback Policy
We have adopted a compensation
recovery policy, which became effective upon the commencement of trading of our public units on Nasdaq, that is compliant with Nasdaq
listing rules as required by the Dodd-Frank Act.
Policies and Practices Related to the Grant
of Certain Equity Awards
We
have no specific policy or practice on the timing of stock options, stock-appreciation rights or similar option-like instruments, in relation
to the disclosure of material nonpublic information by us. During the year ended December 31, 2025, we did not award any such equity instruments
to our executive officers.
Family Relationships
There are no family relationships
among any of our executive officers of directors.
32
Section 16(a) Beneficial Ownership Reporting
Compliance
Section 16(a) of the Exchange
Act requires our executive officers, directors and persons who beneficially own more than 10% of a registered class of our equity securities
to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of our shares of
Common Stock and other equity securities. These executive officers, directors, and greater than 10% beneficial owners are required by
SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting persons.
Based solely upon a review
of such forms furnished to us during the most recent fiscal year, or written representations that no Forms 5 were required, we believe
that that all such forms required to be filed pursuant to Section 16(a) of the Exchange Act were timely filed by the officers, directors,
and security holders required to file the same during the fiscal year ended December 31, 2025.
Item 11. Executive Compensation.
Officer and Director Compensation
None of our officers or directors
have received any cash compensation for services rendered to us, except that the independent directors received, indirectly through non-managing membership
interests in our sponsor, an aggregate of 150,000 Class B ordinary shares, or 50,000 each, held by the sponsor as compensation for their
services as directors. Other than as set forth elsewhere in this report, there will be no fees, reimbursements or cash payments made by
the company to our sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with
the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of
our initial public offering and private placement held in the trust account prior to the completion of our initial business combination:
Since the consummation of our
initial public offering, we have begun accruing payments to our sponsor for a total of $20,000 per month for office space, administrative
and support services, which may be paid from amounts released to us as permitted withdrawals, or upon the earlier of the consummation
of our initial business combination or on the date of our dissolution deadline, assuming there is cash available. Our sponsor, officers
and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with
activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.
In addition, at the closing of our initial business combination, we may pay our sponsor, or an affiliate of the sponsor, consulting fees
for assessing, negotiating and managing the process for consummating an initial business combination. Our audit committee will review
all payments that were made to our sponsor, officers, directors or our or their affiliates.
Our sponsor has agreed to loan us up to $300,000, which amount may
be increased to $500,000 if we and the sponsor agree, to be used to cover organizational, offering-related and post-offering expenses.
As of December 31, 2025, our sponsor advanced an aggregate of $154,963 in loans to us evidenced by the Note, of which $150,000 was deemed
repaid and satisfied in connection with the purchase by the sponsor of 105,000 private placement units and $4,963 represents the principal
balance outstanding as of such date under the Note issued to our sponsor. This Note is non-interest bearing, unsecured and due at
the earlier of the date on which we consummate our initial business combination or on the date of our dissolution deadline, assuming there
is cash available. Any remaining amounts outstanding under the Note may be repaid upon the closing of our initial business combination
out of the offering proceeds not held in the trust account.
After the completion of our
initial business combination, directors or members of our management team who remain with us may be paid consulting, management or other
fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the tender offer
materials or proxy solicitation materials furnished to our shareholders in connection with a proposed business combination. It is unlikely
the amount of such compensation will be known at the time such materials are distributed, because the directors of the post-combination business
will be responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined
by a compensation committee constituted solely by independent directors.
We
do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation
of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or
consulting arrangements to remain with us after the initial business combination. The existence or terms of any such employment or consulting
arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business
but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination
will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with
our officers and directors that provide for benefits upon termination of employment.
33
Outstanding Equity Awards
We
have no outstanding equity awards as of December 31, 2025.
Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related Shareholder Matters.
The following table sets forth
information regarding the beneficial ownership of our ordinary as of the date hereof by:
●
each person known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares; and
●
each of our officers and directors; and
●
all of our officers and directors as a group.
Unless
otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all ordinary
shares beneficially owned by them. The number of ordinary shares beneficially owned by each shareholder is determined under rules issued
by the SEC regarding the beneficial ownership of securities. This information is not necessarily indicative of beneficial ownership for
any other purpose. Under these rules, beneficial ownership of our ordinary shares includes (i) any shares as to which the person or entity
has sole or shared voting power or investment power and (ii) any shares as to which the person or entity has the right to acquire beneficial
ownership within 60 days after the date hereof.
The beneficial ownership percentage
of our ordinary shares is based on an aggregate of 15,970,833 ordinary shares, consisting of: (i) 12,137,500 Class A ordinary shares and
(ii) 3,833,333 Class B ordinary shares, in each case, issued and outstanding as of the date hereof, and the record of beneficial ownership
as indicated in the statements filed with the SEC pursuant section 13(d) or 13(g) as of the date hereof.
Class A Ordinary Shares
Class B Ordinary Shares
Approximate
Name and Address of Beneficial Owner(1)
Number of
Shares
Beneficially
Owned
Approximate
Percentage of
Class
Number of
Shares
Beneficially
Owned
Approximate
Percentage of
Class
Percentage of
Outstanding
Ordinary
Shares
Directors and Officers
Melanie Figueroa (2)
112,500
*
3,183,333
83.04 %
20.64 %
Nadir Ali (2)
112,500
*
3,183,333
83.04 %
20.64 %
Adam Benson (3)
—
—
—
—
—
Shanti Priya (3)
—
—
—
—
—
Dr. Vanila M. Singh (3)
—
—
—
—
—
All executive officers and directors as a group (5 individuals)
112,500
*
3,183,333
83.04 %
20.64 %
5% or More Shareholders
Next Move Capital LLC (2)
112,500
*
3,183,333
83.04 %
20.64 %
Wolverine Asset Management LLC (4)
752,862
6.2 %
—
—
4.71 %
AQR Capital Management, LLC (5)
626,907
5.17 %
—
—
3.93 %
Mizuho Financial Group, Inc. (6)
1,018,598
8.4 %
—
—
6.38 %
Polar Asset Management Partners Inc. (7)
825,000
6.8 %
—
—
5.17 %
Karpus Management, Inc. (8)
767,290
6.32 %
4.8 %
Shaolin Capital Management LLC (9)
650,000
5.36 %
—
—
4.07 %
* Less than one percent.
34
(1)
Unless otherwise noted, the business address of each of the following entities or individuals is c/o NMP Acquisition Corp., 555 Bryant Street, No. 590, Palo Alto, CA 94301.
(2)
Interests shown consist of (i) 112,500 Class
A ordinary shares and (ii) 3,183,333 Class B ordinary shares, which Class B ordinary shares are currently convertible into Class A ordinary
shares on a one-for-one basis. Next Move Capital LLC, our sponsor, is a Nevada limited liability company managed by Next Move Partners
LLC. Ms. Figueroa and Mr. Ali are co-managing members of Next Move Partners LLC and therefore may each be deemed to beneficially
own shares held by our sponsor by virtue of their control over Next Move Partners LLC as co-managing members.
(3)
Each of our independent director hold non-managing membership interests in the sponsor as compensation for their services as directors and each such individual disclaims any beneficial ownership of securities held by the sponsor other than to the extent of their pecuniary interest therein.
(4)
Based on a Schedule 13G filed on October 1, 2025, jointly by Wolverine Asset Management LLC (“WAM”), Wolverine Trading Partners, Inc. (“WPT”), Wolverine Holdings, L.P. (“WHP”), Christopher L. Gust and Robert R. Bellick. The sole member and manager of WAM is WHP. Messrs. Gust and Bellick may be deemed to control WTP, the general partner of WHP. The address of the principal business office of WAM is 175 West Jackson Boulevard, Suite 340, Chicago, IL 60604.
(5)
Based on a Schedule 13G filed on November 13, 2025, jointly by AQR Capital Management, LLC (“AQRC”), AQR Capital Management Holdings, LLC (“AQRH”) and AQR Arbitrage, LLC (“AQRA,” and together with AQRC and AQRH, “AQR”). AQRC is a wholly-owned subsidiary of AQRH. AQRA is deemed to be controlled by AQRC. The address of the principal business office of AQR is One Greenwich Plaza, Suite 130, Greenwich, Connecticut 06830.
(6)
Based on a Schedule 13G filed on November 13, 2025, by Mizuho Financial Group, Inc., whose principal business address is 1-5-5, Otemachi, Chiyoda-ku, Tokyo, 100-8176, Japan.
(7)
Based on a Schedule 13G filed on November 14, 2025, by Polar Asset Management Partners Inc. (“Polar Asset Management”). Polar Asset Management is an investment fund manager, portfolio manager, exempt market dealer and commodity trading manager registered with the Ontario Securities Commission. The address of the principal business office of Polar Asset Management is 16 York Street, Suite 2900, Toronto, Ontario, M5J 0E6.
(8)
Based on a Schedule 13G filed on February 13, 2026, by Karpus Management,
Inc., d/b/a Karpus Investment Management, whose principal business address is 183 Sully’s Trail, Pittsford, New York 14534.
(9)
Based on a Schedule 13G filed on November 14, 2025, jointly by Shaolin Capital Management LLC (“Shaolin”) and David Puritz. The address of the principal business of Shaolin and Mr. Puritz is 230 NW 24 th Street, Suite 603, Miami, FL 33127.
Securities Authorized for Issuance Under Equity
Compensation Plans
None.
35
Item 13. Certain Relationships and Related
Transactions, and Director Independence.
On January 13, 2025, our
sponsor acquired 3,833,333 founder shares for an aggregate purchase price of $25,000, or approximately $0.0065 per share. On June 30,
2025, our sponsor forfeited 650,000 founder shares and the at-risk capital investors purchased 650,000 founder shares (of which,
335,000 founder shares were purchased by the Maxim individuals and 315,000 founder shares were purchased by the third-party investors)
for an aggregate purchase price of approximately $4,239, or approximately $0.0065 per share, which resulted in our sponsor owning 3,183,333
founder shares.
In addition, our sponsor and
the at-risk capital investors purchased an aggregate of 177,500 private placement units for an aggregate purchase price of $1,775,000
in the private placement. Of those private placement units, our sponsor purchased 112,500 private placement units and the at-risk capital
investors purchased 65,000 private placement units. The private placement shares and the private placement rights (including the Class A
ordinary shares issuable upon conversion of the private placement rights) may not, subject to certain limited exceptions, be transferred,
assigned or sold by it until the completion of our initial business combination. There will be no redemption rights or liquidating distributions
from the trust account with respect to the founder shares, private placement shares, or private placement rights, which will expire worthless
if we do not consummate a business combination within the allotted 18-month period or during any Extension Period.
We have agreed to accrue
$20,000 per month pursuant to the administrative services agreement we have entered into with the sponsor for office space, utilities
and secretarial and administrative support, which may be paid to the sponsor or its affiliates from amounts released to us as permitted
withdrawals, or upon consummation of our initial business combination or our liquidation, assuming there is cash available. Upon completion
of our initial business combination or our liquidation, we will cease accruing for these monthly fees. For the year ended December 31,
2025, we incurred general and administrative services expenses of $120,000 that are included in formation and operating expenses on the
audited statements of operations, all of which remains outstanding as of such date under the administrative services agreement.
Our sponsor, officers and directors,
or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on
our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee
will review on a quarterly basis all payments that were made to our sponsor, officers, directors or our or their affiliates and will determine
which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses
incurred by such persons in connection with activities on our behalf.
Our sponsor has agreed to loan us up to $300,000 pursuant to the Note,
which amount may be increased to $500,000 if we and the sponsor agree, to be used to cover organizational, offering-related and post-offering expenses.
This Note is non-interest bearing, unsecured and due at the earlier of the date on which we consummate our initial business combination
or on the date of our dissolution deadline, assuming there is cash available. As of December 31, 2025, our sponsor advanced an aggregate
of $154,963 in loans to us evidenced by the Note issued to our sponsor, of which $150,000 was deemed repaid and satisfied in connection
with the purchase by the sponsor of 105,000 private placement units and $4,963 represents the principal balance outstanding as of such
date under the Note. Any remaining amounts outstanding under the Note may be repaid upon the closing of our initial business combination
out of the offering proceeds not held in the trust account.
In addition, in order to finance
transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of
our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete an initial business combination,
we would repay such loaned amounts. In the event that the initial business combination does not close, we may use a portion of the working
capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment.
Moreover, at the closing of our initial business combination, we may pay our sponsor, or an affiliate of the sponsor, consulting fees
for assessing, negotiating and managing the process for consummating an initial business combination
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After our initial business
combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company
with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the tender offer or proxy solicitation
materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution
of such tender offer materials or at the time of a shareholder meeting held to consider our initial business combination, as applicable,
as it will be up to the directors of the post-combination business to determine executive and director compensation.
The holders of founder shares,
representative shares and private placement units (and in each case holders of their component securities, as applicable), if applicable,
will be entitled to registration rights pursuant to the registration rights agreements signed in connection with our initial public offering
requiring us to register such securities for resale. Pursuant to the registration rights agreements, we have agreed to file a registration
statement covering the registration of these securities within 30 days from the date we complete our initial business combination (or
such later date agreed upon by us, our sponsor and Maxim). Further, the holders of these securities are entitled to make up to three demands,
excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration
rights with respect to registration statements filed subsequent to our completion of our initial business combination and rights to require
us to register for resale such securities pursuant to Rule 415 under the Securities Act. We will bear the expenses incurred in connection
with the filing of any such registration statements.
Policy for Approval of Related Party Transactions
Our
related person transaction policy was adopted upon commencement of trading of our public units on Nasdaq. Accordingly, the transactions
discussed above were not reviewed, approved or ratified in accordance with any such policy.
Our related person transaction
policy sets forth our procedures for the identification, review, consideration and approval or ratification for the review of any transaction,
arrangement or relationship in which we are a participant, the amount involved exceeds $120,000 and one of our executive officers, directors,
director nominees or each person whom we know to beneficially own more than 5% of our outstanding ordinary shares (a “5% shareholder”)
(or their immediate family members), each of whom we refer to as a “related person,” has a direct or indirect material interest.
If a related person proposes
to enter into such a transaction, arrangement or relationship, which we refer to as a “related person transaction,” the related
person must report the proposed related person transaction to our chief executive officer. The policy calls for the proposed related person
transaction to be reviewed by and if deemed appropriate approved by, the audit committee of our board of directors after full disclosure
of the related person interest in the transaction. Whenever practicable, the reporting, review and approval will occur prior to entry
into the transaction. If advance review and approval is not practicable, the audit committee will review and, in its discretion, may ratify
the related person transaction. The policy also permits the chair of the audit committee to review, and if deemed appropriate approve,
proposed related person transactions that arise between audit committee meetings, subject to ratification by the audit committee at its
next meeting. If a related person transaction will be ongoing, the audit committee may establish guidelines for our management to follow
in its ongoing dealings with the related person, and the audit committee will review and assess ongoing relationships with the related
person to ensure that they are in compliance with our guidelines.
A related person transaction
reviewed under the policy will be considered approved or ratified if it is authorized by the audit committee after full disclosure of
the related person’s interest in the transaction. As appropriate for the circumstances, the committee will review and consider:
● the related person’s interest in the related person transaction;
● the approximate dollar amount involved in the related person transaction;
● the approximate dollar amount of the related person’s interest in the transaction without regard
to the amount of any profit or loss;
● whether the transaction was undertaken in the ordinary course of our business;
37
● whether the terms of the transaction are no less favorable to us than terms that could have been reached
with an unrelated third party;
● the purpose of, and the potential benefits to us of, the related person transaction; and
● any other information regarding the related person transaction or the related person in the context of
the proposed transaction that would be material to investors in light of the circumstances of the particular transaction.
The audit committee may approve
or ratify the transaction only if the audit committee determines that, under all of the circumstances, the transaction is not inconsistent
with our best interests. The audit committee may impose any conditions on the related person transaction that it deems appropriate.
The policy provides that transactions
involving compensation of executive officers shall be reviewed and approved by the compensation committee of our board of directors in
the manner specified in its charter.
We have also adopted a code
of ethics that became effective upon the commencement of trading of our public units on Nasdaq requiring us to avoid, wherever possible,
all conflicts of interests, except under guidelines or resolutions approved by our board of directors (or the appropriate committee of
our board) or as disclosed in our public filings with the SEC. Under our code of ethics, conflict of interest situations include
any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) involving the company.
In addition, our audit committee
is responsible for reviewing and approving related party transactions to the extent that we enter into such transactions pursuant to its
charter. An affirmative vote of a majority of the members of the audit committee present at a meeting at which a quorum is present will
be required in order to approve a related party transaction. A majority of the members of the entire audit committee will constitute a
quorum. Without a meeting, the unanimous written consent of all of the members of the audit committee will be required to approve a related
party transaction. We also require each of our directors and executive officers to complete a directors’ and officers’ questionnaire
that elicits information about related party transactions.
These procedures are intended
to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the
part of a director, employee or officer.
To further minimize conflicts
of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated with any of our sponsor,
officers or directors unless we, or a committee of independent directors, have obtained an opinion from an independent investment banking
firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent
accounting firm, that our initial business combination is fair to our company from a financial point of view. Furthermore, no finder’s
fees, reimbursements or cash payments will be made to our sponsor, officers or directors, or our or their affiliates, for services rendered
to us prior to or in connection with the completion of our initial business combination. However, the following payments will be made
to our sponsor, officers or directors, or our or their affiliates, none of which will be made from the proceeds of the initial public
offering and private placement held in the trust account prior to the completion of our initial business combination:
● Repayment of up to an aggregate of up to $300,000 in loans made to us by our sponsor to cover organizational,
offering-related and post-offering expenses, which amount may be increased to $500,000;
● Payment to our sponsor of $20,000 per month, for up to 18 months and during any Extension Period,
if any, for office space, utilities and secretarial and administrative support;
● Payment to our sponsor, or an affiliate of the sponsor, of consulting fees for assessing, negotiating
and managing the process for consummating an initial business combination;
● Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing
an initial business combination; and
● Repayment of non-interest bearing loans which may be made by our sponsor or an affiliate of our sponsor
or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination and
repayment of non-interest bearing loans which may be made by our sponsor or its affiliates to extend our time period for consummating
a business combination, the terms of which (other than as described above) have not been determined nor have any written agreements been
executed with respect thereto.
Our audit committee will review
all payments that were made to our sponsor, officers or directors, or our or their affiliates.
38
Director Independence
Nasdaq listing standards require
that a majority of our board of directors be independent. An “independent director” is defined generally as a person other
than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the
company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities
of a director. Our board of directors has determined that each of Mr. Benson, M. Priya and Dr. Singh are “independent directors”
as defined in the Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings
at which only independent directors are present.
Item 14. Principal Accounting Fees and Services.
The firm of CBIZ CPAs P.C.
(“CBIZ”), acts as our principal independent registered public accounting firm. The following is a summary of fees paid or
to be paid to CBIZ for services rendered.
Audit Fees. Audit fees
consist of fees billed for professional services rendered for the audit of our year-end consolidated financial statements and services
that are normally provided by CBIZ in connection with regulatory filings and initial public offering. The aggregate fees billed by CBIZ
for professional services rendered for the audit of our annual financial statements, review of the financial information included in our
other required filings with the SEC for the years ended December 31, 2025 and 2024 totaled $169,158 and $10,300, respectively. The above
amounts include interim procedures and audit fees.
Audit-Related Fees .
Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of the audit
or review of our consolidated financial statements and are not reported under “Audit Fees.” We did not pay CBIZ for professional
services rendered for audit related fees for the year ended December 31, 2025 and 2024.
Tax Fees . We did not
pay CBIZ for tax planning and tax advice for the year ended December 31, 2025 and 2024.
All Other Fees . We did not pay CBIZ for
other services for the year ended December 31, 2025 and 2024.
Pre-Approval Policy
Our
audit committee was formed in connection with the commencement of trading of our public units on Nasdaq. As a result, the audit committee
did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved
by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will
pre-approve all audit services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof
(subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the
audit committee prior to the completion of the audit).
39
PART IV
Item 15. Exhibits, Financial Statement Schedules.
(a) The following documents are filed as part of this report or incorporated
herein by reference:
(1) Financial Statements
Our financial statements filed as part of this
report are listed on page F-1 of this Annual Report.
(2) Financial Statements Schedules
All financial statement schedules are omitted
because they are not applicable or the amounts are immaterial and not required, or the required information is presented in the financial
statements and notes thereto beginning on page F-1 of this Annual Report.
(3) Exhibits
We hereby file as part of this report the exhibits
listed in the attached index of exhibits below. Exhibits that are incorporated by reference herein by reference can be accessed on the
SEC website at www.sec.gov.
(b) The exhibits set forth in the following index of exhibits are filed or incorporated by reference as a part of this Annual Report:
Exhibit
Number
Description
3.1
Amended and Restated Memorandum and Articles of Association, dated June 30, 2025 (incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K, as filed with the Securities and Exchange Commission on July 3, 2025) .
4.1
Specimen Unit Certificate (incorporated herein by reference to Exhibit 4.1 to the Company’s Form S-1/A, as filed with the Securities and Exchange Commission on June 24, 2025)
4.2
Specimen Class A Ordinary Share Certificate (incorporated herein by reference to Exhibit 4.2 to the Company’s Form S-1, as filed with the Securities and Exchange Commission on May 5, 2025)
4.3
Specimen Right Certificate (incorporated herein by reference to Exhibit 4.3 to the Company’s Form S-1, as filed with the Securities and Exchange Commission on May 5, 2025)
4.4
Rights Agreement, dated July 2, 2024, between the Registrant and Continental Stock Transfer & Trust Company, as rights agent (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K, as filed with the Securities and Exchange Commission on July 3, 2025).
4.5*
Description of Securities.
10.1
Letter Agreement, dated June 30, 2025, between the Company, its officers, directors and Next Move Capital LLC(incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K, as filed with the Securities and Exchange Commission on July 3, 2025).
10.2
Investment Management Trust Agreement between Continental Stock Transfer & Trust Company, LLC and the Registrant(incorporated herein by reference to Exhibit 10.2 to the Company’s Form 8-K, as filed with the Securities and Exchange Commission on July 3, 2025).
10.3
Promissory Note, dated as of December 31, 2024 by the Registrant to Next Move Capital LLC(incorporated herein by reference to Exhibit 10.3 to the Company’s Form S-1, as filed with the Securities and Exchange Commission on May 5, 2025).
10.4
Form of Registration Rights Agreement(incorporated herein by reference to Exhibit 10.4 to the Company’s Form S-1/A, as filed with the Securities and Exchange Commission on June 26, 2025).
10.5
Founder Share Subscription Agreement dated January 13, 2025 between the Registrant and Next Move Capital LLC(incorporated herein by reference to Exhibit 10.5 to the Company’s Form S-1, as filed with the Securities and Exchange Commission on May 5, 2025).
40
10.6
Sponsor Units Purchase Agreement between the Registrant and Next Move Capital LLC(incorporated herein by reference to Exhibit 10.4 to the Company’s Form 8-K, as filed with the Securities and Exchange Commission on July 3, 2025).
10.7
Form of Subscription Agreement between the Registrant and each of the at-risk capital investors(incorporated herein by reference to Exhibit 10.5 to the Company’s Form 8-K, as filed with the Securities and Exchange Commission on July 3, 2025).
10.8
Administrative Services Agreement between the Registrant and Next Move Capital LLC(incorporated herein by reference to Exhibit 10.6 to the Company’s Form 8-K, as filed with the Securities and Exchange Commission on July 3, 2025).
10.9
Form of Indemnity Agreement(incorporated herein by reference to Exhibit 10.7 to the Company’s Form 8-K, as filed with the Securities and Exchange Commission on July 3, 2025).
10.10
First Amendment to Promissory Note, dated as of June 23, 2025 by the Registrant to Next Move Capital LLC(incorporated herein by reference to Exhibit 10.10 to the Company’s Form S-1/A, as filed with the Securities and Exchange Commission on June 24, 2025).
14
Code of Ethics (incorporated herein by reference to Exhibit 14 to the Company’s Form S-1, as filed with the Securities and Exchange Commission on May 5, 2025)
19*
Insider Trading Policy.
24.1*
Power of Attorney (included on the signature page of this report).
31.1*
Certification of Chief Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*
Certification of Chief Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97*
Clawback Policy.
99.1
Audit Committee Charter (incorporated herein by reference to Exhibit 99.1 to the Company’s Form S-1, as filed with the Securities and Exchange Commission on May 5, 2025) .
99.2
Compensation Committee Charter (incorporated herein by reference to Exhibit 99.2 to the Company’s Form S-1, as filed with the Securities and Exchange Commission on May 5, 2025) .
99.3
Nominating Committee Charter(incorporated herein by reference to Exhibit 99.3 to the Company’s Form S-1, as filed with the Securities and Exchange Commission on May 5, 2025).
101.INS*
Inline XBRL Instance Document - the Inline XBRL Instance Document does not appear in the Interactive Data file because its XBRL tags are embedded within the Inline XBRL document
101.SCH*
Inline XBRL Taxonomy Extension Schema Document
101.CAL*
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*
Filed herewith
**
Furnished herewith
Item 16. Form 10-K Summary.
None.
41
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
NMP ACQUISITION CORP.
Date: March 20, 2026
By:
/s/ Melanie Figueroa
Melanie Figueroa
Chief Executive Officer and Director
(Principal Executive Officer)
Date: March 20, 2026
By:
/s/ Nadir Ali
Nadir Ali
Chief Financial Officer and Director
(Principal Financial and Accounting Officer)
POWER OF ATTORNEY
KNOW
ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Melanie Figueroa and Nadir Ali as their
true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead,
in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in- fact
and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Name
Position
Date
/s/ Melanie Figueroa
Chief Executive Officer and Director
March 20, 2026
Melanie Figueroa
(Principal Executive Officer)
/s/ Nadir Ali
Chief Financial Officer and Director
March 20, 2026
Nadir Ali
(Principal Accounting and Financial Officer)
/s/ Adam Benson
Director
March 20, 2026
Adam Benson
/s/ Shanti Priya
Director
March 20, 2026
Shanti Priya
/s/ Dr. Vanila M. Singh
Director
March 20, 2026
Dr. Vanila M. Singh
42