8-K
NMP Acquisition Corp. (NMP)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934
Date of Report (Date of earliest event reported): April 3, 2026
| NMP ACQUISITION CORP. | ||
|---|---|---|
| (Exact name of registrant as specified in its charter) | ||
| Cayman Islands | 001-42725 | N/A |
| --- | --- | --- |
| (State or other jurisdiction | (Commission File Number) | (IRS Employer |
| of incorporation) | Identification Number) | |
| 555 Bryant Street, No. 590Palo Alto, CA 94301 | ||
| --- | ||
| (Address of principal executive offices and zip code) |
(408) 357-3214
**(**Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report.)
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) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act.
| Title of each class | Trading Symbol | Name of each exchange on which registered |
|---|---|---|
| Units, consisting of one Class A Ordinary Share, $0.0001 par value per share, and one Right to acquire one-fifth of one Class A Ordinary Share | NMPAU | The Nasdaq Stock Market LLC |
| Class A Ordinary Shares, par value $0.0001 per share | NMP | The Nasdaq Stock Market LLC |
| Rights, each whole right to acquire one-fifth of one Class A Ordinary Share | NMPAR | The Nasdaq Stock Market LLC |
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 ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Item 8.01 Other Events.
On April 3, 2026, NMP Acquisition Corp. made available to holders of its Class A ordinary shares its PFIC Annual Statement for fiscal year 2025, which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description of Exhibits |
|---|---|
| 99.1 | NMP Acquisition Corp. PFIC Annual Statement – Class A |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
1
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: April 3, 2026 |
2
Exhibit 99.1
NMPAcquisition Corp
PFICAnnual Statement
EntityName: NMP Acquisition Corp.
NMP Acquisition Corp (the “Company”) may be considered a “passive foreign investment company” (“PFIC”) for U.S. federal income tax purposes. The following information is provided to allow a shareholder of the Company (a “Shareholder”) to make an election under Section 1295 of the Internal Revenue Code to treat the Company as a Qualified Electing Fund (“QEF Election”) for U.S. federal income tax purposes. The QEF Election is optional and can only be made by the Shareholder. The Company is unable to make this election on behalf of the Shareholder. Please note that a QEF Election may not be recognized for state income tax purposes in some states. The PFIC rules are complex. Please consult with your personal tax advisor to determine whether or not it is advisable for you to make a QEF Election with respect to your investment in the Company.
| (1) | This<br>PFIC Annual Information statement applies to the tax period of the Company: | ||
|---|---|---|---|
| Beginning | 1/1/2025 | Ending | 12/31/2025 |
| --- | --- | --- | --- |
| (2) | The<br>Shareholder’s per-unit, per-day information for the Company’s taxable period specified in paragraph (1) is provided in the<br>below chart. We recommend that all U.S. taxpayers consult a tax advisor concerning the overall tax consequences of their ownershipin the Company and their U.S. tax reporting requirements. | ||
| --- | --- | ||
| Ordinay Earnings | Net Capital Gains | ||
| --- | --- | --- | --- |
| Fund Name (and name of any underlying funds if applicable) | Ticker | (US) | (US) |
| NMP Acquisition Corp. | NMP |
All values are in US Dollars.
| (3) | The<br>amount of cash and fair market value of other property distributed or deemed distributed by the Company to the Shareholder during the<br>Company’s taxable period specified in paragraph (1) is as follows: | |
|---|---|---|
| Cash: | NONE | |
| --- | --- | |
| Fair Market Value: | NONE | |
| (4) | The<br>Company will permit the Shareholder to inspect and copy the Company’s permanent books of account, records, and such other documents<br>as may be maintained by the Company that are necessary to establish that PFIC ordinary earnings and net capital gain, as provided in<br>Section 1293(e) of the Internal Revenue Code, are computed in accordance with U.S. income tax principles, and to verify these amounts<br>and the Shareholder’s pro rata share thereof. | |
| --- | --- | |
| NMP Acquisition<br> Corp. | ||
| --- | --- | --- |
| Date: April 3, 2026 | By: | /s/ Melanie Figueroa |
| Title: | Chief Executive Officer and Director |
Additional Information
The following additional information is supplied to enable the Shareholder to complete IRS Form 8621:
(Pleasenote: a Shareholder may have additional filing disclosures including, but not limited to, Forms 926, 5471, and/or 8938 as a result ofthe Shareholder’s investment in the Company. Please consult your tax advisor.)
| Address<br> of the PFIC: | 555<br>Bryant Street, No. 590 |
|---|---|
| Palo<br>Alto, CA 94301 | |
| Taxpayer Identification<br>Number: | NONE |
| Country<br>of Incorporation: | Cayman Islands |
| Date of Incorporation: | 12/18/2024 |