NMP 8-K
NMP Acquisition Corp. (NMP)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Securities registered pursuant to Section 12(b) of the Act.
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
Amendment No. 1 to Business Combination Agreement
As previously disclosed, on September 4, 2026, NMP Acquisition Corp., a Cayman Islands exempted company (“NMP”), entered into a Business Combination Agreement (the “Business Combination Agreement”) with GTS Holdings, LLC, a Utah limited liability company (“GTS” or the “Company”), GTS Holdings, Inc., a Nevada corporation (“Pubco”), Gibson Technical Services, Inc., a Georgia corporation and wholly-owned subsidiary of the Company (“OpCo”), and the other parties thereto. Capitalized terms used but not defined in this Current Report on Form 8-K have the meanings given to them in the Business Combination Agreement, as amended by the Amendment (as defined below).
On September 22, 2026, NMP, Pubco and the Company entered into Amendment No. 1 to Business Combination Agreement (the “Amendment”).
The Amendment amends Section 6.4(a) and Section 6.4(c) of the Business Combination Agreement to extend to October 9, 2026 the date by which the Company is required to deliver each of the Company Audited Financials and the Pubco Audited Financials to NMP. In each case, NMP may further extend the delivery date from time to time in its sole discretion, for any period and on one or more occasions, effective upon written notice to the Company and without any further amendment to the Business Combination Agreement or the consent of any other party.
The Amendment confirms that each reference in the Business Combination Agreement to the “Audit Delivery Date,” including in Section 6.12(a) (filing of the Registration Statement) and Section 8.1(h) (NMP’s termination right), means the date determined under Section 6.4(a) of the Business Combination Agreement, as amended by the Amendment. The Registration Statement is required to be filed within five (5) business days following the Audit Delivery Date.
The amendments in the Amendment are given effect as of the date of the Business Combination Agreement, and no failure of the Company to deliver the Company Audited Financials or the Pubco Audited Financials prior to the date of the Amendment constitutes a breach of, a failure of any closing condition under, or a basis for termination of, the Business Combination Agreement.
Except as expressly amended by the Amendment, the Business Combination Agreement remains in full force and effect in accordance with its terms.
The foregoing description of the Amendment is not complete and is subject to, and qualified in its entirety by reference to, the full text of the Amendment, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Additional Information and Where to Find It
Pubco and GTS intend to file the Registration Statement with the U.S. Securities and Exchange Commission (the “SEC”), which will include a preliminary proxy statement of NMP and a prospectus (the “Proxy Statement/Prospectus”) in connection with the extraordinary meeting of NMP’s shareholders to approve the transactions contemplated by the Business Combination Agreement, as amended by the Amendment (the “Transactions”). The definitive proxy statement and other relevant documents will be mailed to shareholders of NMP as of a record date to be established for voting on the Transactions and other matters as described in the Proxy Statement/Prospectus. NMP, GTS and/or Pubco will also file other documents regarding the Transactions with the SEC. This Current Report on Form 8-K does not contain all of the information that should be considered concerning the Transactions and is not intended to form the basis of any investment decision or any other decision in respect of the Transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF NMP AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH NMP’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE TRANSACTIONS AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT NMP, GTS, PUBCO AND THE TRANSACTIONS. Investors and security holders will also be able to obtain copies of the Registration Statement and the Proxy Statement/Prospectus and all other documents filed or that will be filed with the SEC by NMP and Pubco, without charge, once available, on the SEC’s website at www.sec.gov or by directing a request to: NMP Acquisition Corp., 555 Bryant Street, No. 590, Palo Alto, CA 94301; or upon written request to GTS Holdings, Inc. at 230 Mountain Brook Ct., Canton, GA 30115, respectively.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS CURRENT REPORT ON FORM 8-K. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
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Participants in the Solicitation
NMP, GTS, OpCo, Pubco and their respective directors, executive officers, certain of their equity holders and other members of management and employees may be deemed under SEC rules to be participants in the solicitation of proxies from NMP’s shareholders in connection with the Transactions. A list of the names of such persons, and information regarding their interests in the Transactions and their ownership of NMP’s securities are, or will be, contained in NMP’s filings with the SEC, including the final prospectus for NMP’s initial public offering dated June 30, 2025. Additional information regarding the interests of the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of NMP’s shareholders in connection with the Transactions, including the names and interests of OpCo’s, GTS’s and Pubco’s respective directors or managers and executive officers, will be set forth in the Registration Statement and Proxy Statement/Prospectus, which is expected to be filed by Pubco and NMP with the SEC. Investors and security holders may obtain free copies of these documents as described above.
No Offer or Solicitation
This Current Report on Form 8-K and the information contained herein is for informational purposes only and is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transactions and shall not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange the securities of NMP, GTS or Pubco, or any commodity or instrument or related derivative of NMP or Pubco, nor shall there be any sale of any such securities, commodities, instruments or related derivatives in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities, commodities, instruments or derivatives shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended (the “Securities Act”) or an exemption therefrom. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 2.1 | Amendment No. 1 to Business Combination Agreement, dated as of September 22, 2026, by and among NMP Acquisition Corp., GTS Holdings, Inc. and GTS Holdings, LLC. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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 hereunto duly authorized.
| NMP Acquisition Corp. | ||
| By: | /s/ Melanie Figueroa | |
| Name: | Melanie Figueroa | |
| Title: | Chief Executive Officer and Director | |
| Date: September 25, 2026 | ||
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Exhibit 2.1
AMENDMENT NO. 1 TO
BUSINESS COMBINATION AGREEMENT
This AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT (this “Amendment”) is made and entered into as of September 22, 2026, by and among (i) NMP Acquisition Corp., a Cayman Islands exempted company incorporated with limited liability (“SPAC”), (ii) GTS Holdings, Inc., a Nevada corporation (“Pubco”), and (iii) GTS Holdings, LLC, a Utah limited liability company (the “Company”). SPAC, Pubco and the Company are referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined in this Amendment have the respective meanings given to them in the Business Combination Agreement (as defined below).
RECITALS
WHEREAS, SPAC, Pubco, GTS Merger Sub I, GTS Merger Sub II, LLC, the Company, Streeterville Capital, LLC and Gibson Technical Services, Inc. are parties to that certain Business Combination Agreement, dated as of September 4, 2026 (as amended, supplemented or otherwise modified prior to the date hereof, the “Business Combination Agreement”);
WHEREAS, Section 6.4(a) of the Business Combination Agreement requires the Company to deliver the Company Audited Financials to SPAC within fifteen (15) calendar days from the date of the Business Combination Agreement or such later date as determined by SPAC in its sole discretion;
WHEREAS, Section 6.4(c) of the Business Combination Agreement requires the Company to deliver the Pubco Audited Financials within fifteen (15) calendar days following the Effective Date;
WHEREAS, the Parties desire to extend each of the foregoing delivery dates to October 9, 2026, and to confirm that SPAC may further extend each such delivery date one or more times in its sole discretion, in each case, on the terms and subject to the conditions set forth herein; and
WHEREAS, Section 10.8 of the Business Combination Agreement provides that the Business Combination Agreement may be amended, supplemented or modified only by execution of a written instrument signed by SPAC, the Company and Pubco, each of which is a signatory to this Amendment.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein and in the Business Combination Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:
1. Amendment to Section 6.4(a) (Company Audited Financials). The first sentence of Section 6.4(a) of the Business Combination Agreement is hereby amended and restated in its entirety to read as follows:
“The Company shall deliver true and correct copies of the audited consolidated financial statements of the Target Companies as of and for each of the 12 months ended December 31, 2024 and December 31, 2025, consisting of the audited consolidated balance sheet of the Target Companies as of December 31, 2024 and December 31, 2025, and the related audited consolidated income statement, changes in members’ equity and statement of cash flows for the 12 months then ended, and the related notes thereto, audited by a PCAOB qualified auditor in accordance with PCAOB auditing standards (the “Company Audited Financials,” and together with the Company Unaudited Financials, the “Company Financials”), to SPAC on or before October 9, 2026, or such later date as may be determined by SPAC from time to time in its sole discretion (it being understood and agreed that SPAC may so extend such date one or more times, in each case upon written notice to the Company) (such date, as so extended from time to time, the “Audit Delivery Date”).”
2. Amendment to Section 6.4(c) (Pubco Audited Financials). The first sentence of Section 6.4(c) of the Business Combination Agreement is hereby amended and restated in its entirety to read as follows:
“The Company shall deliver the audited consolidated financial statements of Pubco as of a date to be determined in Pubco’s reasonable discretion, consisting of the audited consolidated balance sheet as of such date, audited by a PCAOB qualified auditor in accordance with PCAOB auditing standards (the “Pubco Audited Financials”, and together with the Company Audited Financials, the “Audited Financials”) to SPAC on or before October 9, 2026, or such later date as may be determined by SPAC from time to time in its sole discretion (it being understood and agreed that SPAC may so extend such date one or more times, in each case upon written notice to the Company) (such date, as so extended from time to time, the “Pubco Audit Delivery Date”).”
3. Exercise of Extension Right. SPAC may exercise its right to extend the Audit Delivery Date and the Pubco Audit Delivery Date under Section 6.4(a) and Section 6.4(c) of the Business Combination Agreement (as amended by this Amendment), respectively, (a) with respect to either such date or both such dates, and, if both, either concurrently or separately and for the same or different periods, (b) for any period determined by SPAC in its sole discretion, and (c) on one or more occasions. Each such extension shall be effective upon delivery of written notice thereof by SPAC to the Company in accordance with Section 10.1 of the Business Combination Agreement, and no such extension shall require the consent of any other Party, any further amendment to the Business Combination Agreement or any other action by any Person. No failure or delay by SPAC in exercising any such right shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise of such right.
4. Effect on Related Provisions. The Parties acknowledge and agree that (a) upon the effectiveness of this Amendment, each reference in the Business Combination Agreement to the “Audit Delivery Date,” including in Section 6.12(a) and Section 8.1(h) thereof, shall mean the Audit Delivery Date as determined in accordance with Section 6.4(a) of the Business Combination Agreement (as amended by this Amendment), and (b) the “Pubco Audit Delivery Date” is a separate defined term, and nothing in this Amendment shall be construed to cause the Pubco Audited Financials to be subject to Section 6.12(a) or Section 8.1(h) of the Business Combination Agreement. Except as expressly set forth in this Section 4, this Amendment does not amend, modify or waive Section 6.4(b), Section 6.4(d), Section 6.12, Article VII or Article VIII of the Business Combination Agreement, including the Outside Date.
5. No Prior Breach. For the avoidance of doubt, the amendments effected by Sections 1 and 2 of this Amendment shall be given effect as of the date of the Business Combination Agreement, and no failure of the Company to deliver the Company Audited Financials or the Pubco Audited Financials prior to the date of this Amendment shall constitute a breach of or default under the Business Combination Agreement, a failure of any condition set forth in Article VII thereof, or a basis for termination under Article VIII thereof.
6. No Other Amendments; Ratification. Except as expressly amended or modified by this Amendment, the Business Combination Agreement shall remain in full force and effect in accordance with its terms and is hereby ratified and confirmed in all respects. This Amendment shall not constitute a waiver of any right, power or remedy of any Party under the Business Combination Agreement except to the extent expressly set forth herein, and nothing in this Amendment shall constitute a novation of the Business Combination Agreement.
7. References. On and after the date of this Amendment, (a) each reference in the Business Combination Agreement to “this Agreement,” “hereof,” “herein,” “hereunder,” “hereby” or words of like import, and (b) each reference to the Business Combination Agreement in any Ancillary Document or in any other agreement, document, certificate or instrument delivered in connection therewith, shall mean and be a reference to the Business Combination Agreement as amended by this Amendment. This Amendment constitutes part of the Business Combination Agreement for all purposes thereof, including for purposes of Section 10.10 thereof.
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8. Representations and Warranties. Each Party represents and warrants to the other Parties that (a) it has all requisite corporate or limited liability company power and authority, as applicable, to execute and deliver this Amendment and to perform its obligations hereunder, (b) the execution and delivery of this Amendment and the performance of its obligations hereunder have been duly and validly authorized by all necessary corporate or limited liability company action on its part, and (c) this Amendment has been duly and validly executed and delivered by it and, assuming the due authorization, execution and delivery of this Amendment by each other Party, constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the Enforceability Exceptions.
9. Incorporation by Reference. The provisions of Sections 10.1 (Notices), 10.2 (Binding Effect; Assignment), 10.3 (Third Parties), 10.4 (Governing Law; Jurisdiction), 10.5 (Waiver of Jury Trial), 10.6 (Specific Performance), 10.7 (Severability), 10.8 (Amendment), 10.9 (Waiver), 10.11 (Interpretation), 10.12 (Counterparts) and 10.13 (Legal Representation) of the Business Combination Agreement are hereby incorporated by reference into this Amendment, mutatis mutandis, as if set forth herein in full.
10. Counterparts; Electronic Signatures. This Amendment may be executed and delivered (including by .pdf or other electronic transmission) in one or more counterparts, and by the different Parties in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by electronic transmission, including any electronic signature complying with the U.S. federal ESIGN Act of 2000 or the Uniform Electronic Transactions Act, shall be as effective as delivery of a manually executed counterpart.
[Signature Page Follows]
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IN WITNESS WHEREOF, each Party has caused this Amendment No. 1 to Business Combination Agreement to be executed and delivered as of the date first written above.
SPAC:
NMP ACQUISITION CORP.
| By: | /s/ Melanie Figueroa | |
| Name: | Melanie Figueroa | |
| Title: | Chief Executive Officer |
Pubco:
GTS HOLDINGS, INC.
| By: | /s/ John Fife | |
| Name: | John Fife | |
| Title: | President |
The Company:
GTS HOLDINGS, LLC
| By: | /s/ John Fife | |
| Name: | John Fife | |
| Title: | Manager |
[Signature Page to Amendment No. 1 to Business Combination Agreement]
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