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): June 30, 2025
| 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. 590 Palo Alto, CA 94301
(Address of principal executive offices)
(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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act.
| Title of each class | Trading Symbol | Name of each exchange on which registered |
|---|---|---|
| Units, each consisting of one Class A Ordinary Share, par value $0.0001 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 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 1.01 Entry into a Material Definitive Agreement
On June 30, 2025, the Registration Statement on Form S-1 (File No. 333-286985), which was originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 6, 2025 (as amended, the “Registration Statement”), relating to the initial public offering (the “IPO”) of NMP Acquisition Corp. (the “Company”) was declared effective by the SEC.
On July 2, 2025, the Company consummated the IPO of 10,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share, $0.0001 par value per share (each, a “Class A Ordinary Share”), and one right (each, a “Right”), with each one Right entitling the holder thereof to receive one-fifth of one Class A Ordinary Share upon the completion of the Company’s initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $100,000,000.
In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration Statement:
| ● | An Underwriting Agreement, dated June 30, 2025, by and between<br>the Company and Maxim Group LLC, as representative of the several underwriters (the “Representative”), a copy of which is<br>attached as Exhibit 1.1 hereto and incorporated herein by reference. |
|---|---|
| ● | A Rights Agreement, dated June 30, 2025, by and between the<br>Company and Continental Stock Transfer & Trust Company, as rights agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated<br>herein by reference. |
| --- | --- |
| ● | A Letter Agreement, dated June 30, 2025 (the “Letter Agreement”),<br>by and among the Company, its officers, its directors and Next Move Capital LLC (the “Sponsor”), a copy of which is attached<br>as Exhibit 10.1 hereto and incorporated herein by reference. |
| --- | --- |
| ● | An Investment Management Trust Agreement, dated June 30, 2025,<br>by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.2<br>hereto and incorporated herein by reference. |
| --- | --- |
| ● | Registration Rights Agreements, each dated June 30, 2025, by<br>and among the Company, the Sponsor, the Representative, certain third-party investors, none of which are affiliated with the Sponsor,<br>the Company’s officers and directors, the Representative or any other investor (the “third-party investors”), and certain<br>registered persons of the Representative (the “Maxim individuals” and together with the third-party investors, the “at-risk<br>capital investors”), a copy of a form of which is attached as Exhibit 10.3 hereto and incorporated herein by reference. |
| --- | --- |
| ● | A Sponsor Units Purchase Agreement, dated June 30, 2025 (the<br>“Sponsor Units Purchase Agreement”), by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.4<br>hereto and incorporated herein by reference. |
| --- | --- |
| ● | Subscription Agreements, each dated June 30, 2025 (collectively,<br>the “Subscription Agreements”), by and between the Company and each of the at-risk capital investors, a copy of a form of<br>which is attached as Exhibit 10.5 hereto and incorporated herein by reference. |
| --- | --- |
| ● | An Administrative Services Agreement, dated June 30, 2025, by<br>and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.6 hereto and incorporated herein by reference. |
| --- | --- |
| ● | Indemnity Agreements, dated June 30, 2025 (collectively, the<br>“Indemnity Agreements”), by and between the Company and each director and executive officer of the Company, a copy of form<br>of which is attached as Exhibit 10.7 hereto and incorporated herein by reference. |
| --- | --- |
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The Company also issued 400,000 Class A Ordinary Shares to the Representative’s designee as part of the underwriting compensation (the “Representative Shares”) on the closing of the IPO. The Representative Shares are identical to the Class A Ordinary Shares included in the Units, except that the Representative has agreed not to transfer, assign, sell, pledge, or hypothecate any such representative shares, or subject such Representative Shares to hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person until 180 days immediately following the commencement of sales of the IPO pursuant to FINRA Rule 5110(e)(1), subject to exceptions pursuant to FINRA Rule 5110(e)(2). The Representative has agreed not to transfer, assign or sell any such Representative Shares without prior consent of the Company until the completion of the initial business combination. In addition, the Representative has agreed (i) to waive its redemption rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of the Company’s initial business combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to such shares if the Company fails to complete its initial business combination within the period as provided in the Company’s Amended and Restated Memorandum and Articles of Association (the “Amended Charter”).
Item 3.02 Unregistered Sales of Equity Securities
Simultaneously with the closing of the IPO, pursuant to the Sponsor Units Purchase Agreement and Subscription Agreements, as applicable, the Company completed the private sale of an aggregate of 170,000 private placement units (the “Private Units”), consisting of (i) 105,000 Private Units to the Sponsor and (ii) 65,000 Private Units to the at-risk capital investors, which were sold at a purchase price of $10.00 per Private Unit, generating aggregate gross proceeds to the Company of $1,700,000. The Private Units are identical to the Units sold in the IPO, except as otherwise disclosed in the Registration Statement. Additionally, the Sponsor and the at-risk capital investors agreed not to transfer, assign or sell any of the Private Units or underlying securities (except in limited circumstances, as described in the Registration Statement) until 30 days after the completion of the Company’s initial business combination. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).
Prior to the IPO, the Sponsor acquired from the Company an aggregate of 3,833,333 Class B ordinary shares of the Company, par value $0.0001 per share (the “founder shares”), for an aggregate purchase price of $25,000, or approximately $0.0065 per share. On June 30, 2025, the Sponsor forfeited 650,000 founder shares and the at-risk capital investors purchased 650,000 founder shares pursuant to the Subscription Agreements (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 $4,239.15, or approximately $0.0065 per share, which resulted in the Sponsor owning 3,183,333 founder shares. The founder shares will automatically convert into Class A Ordinary Shares at the time of the Company’s initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as provided in the Amended Charter. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the founder shares was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
Item 5.02 Departure of Directors or CertainOfficers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective upon the commencement of trading of the Units on The Nasdaq Global Market (“Nasdaq”) on July 1, 2025, Adam Benson, Shanti Priya and Dr. Vanila M. Singh became members of the Company’s board of directors (the “Board”).
The Board has determined that each of Mr. Benson, Ms. Priya and Dr. Singh are independent directors under Nasdaq’s listing standards and under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that Ms. Priya qualifies as an “audit committee financial expert” as that term is defined in Item 407(d)(5) of Regulation S-K under the Exchange Act. Mr. Benson, Ms. Priya and Dr. Singh will each serve as members of the audit committee, nominating committee and compensation committee of the Board, with Ms. Priya serving as chair of the audit committee, Dr. Singh serving as chair of the nominating committee and Mr. Benson as chair of the compensation committee.
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Prior to the Company’s consummation of its IPO, the Sponsor transferred non-managing membership interests to each of Mr. Benson, Ms. Priya and Dr. Singh representing interests in an aggregate of 150,000 founder shares, or 50,000 shares each, as compensation for their services as directors.
In connection with their appointments to the Board, each of the members of the Board entered into the Letter Agreement as well as an Indemnity Agreement with the Company filed, respectively, as Exhibits 10.1 and 10.7, herewith.
Other than as set forth in Item 1.01 and above, none of the directors are party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor are they party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.
Item 5.03. Amendmentsto Certificate of Incorporation or Bylaws; Change in Fiscal Year
In connection with the IPO, the Company adopted its Amended Charter on June 30, 2025. The terms of the Amended Charter are set forth in the Registration Statement and are incorporated herein by reference. The description of the Amended Charter does not purport to be complete and is qualified in its entirety by reference to the Amended Charter, a copy of which is attached as Exhibit 3.1 hereto and incorporated herein by reference.
Item 8.01 Other Events.
A total of $100,000,000 from the proceeds of the offerings of the Units and the sale of the Private Units (net of transaction expenses and working capital) were placed in the trust account with Continental Stock Transfer & Trust Company acting as trustee. Except with respect to interest earned on the funds in the trust account that may be released to the Company to fund its working capital requirements (subject to a limit of $300,000, in the aggregate, of the interest earned on the funds held in the trust account) and/or pay its taxes and dissolution expenses, the proceeds from the offerings of the Units and the sale of the Private Units held in the trust account will not be released until the earliest of (a) the completion of the Company’s initial business combination; (b) the redemption of any of the Company's public shares in connection with any vote on a proposed business combination in accordance with the provisions of the Amended Charter; (c) the repurchase of shares by means of a tender offer pursuant to the Amended Charter (d) the redemption of any of the Company’s public shares in connection with a shareholder vote to amend the Amended Charter (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial business combination or redeem 100% of its public shares if the Company does not complete 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 Charter.
On June 30, 2025, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing the pricing of the IPO.
On July 2, 2025, the Company issued a press release, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K, announcing the closing of the IPO.
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Item 9.01 Financial Statements and Exhibits.
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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: July 3, 2025 |
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Exhibit 1.1
NMP ACQUISITION CORP.UNDERWRITING AGREEMENT
New York, New York
June 30, 2025
Maxim Group LLC
300 Park Avenue, 16th Floor
New York, NY 10022
As Representative of the Underwriters
named on Schedule A hereto
Ladies and Gentlemen:
NMP Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Maxim Group LLC (the “Representative” or “Maxim”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
- Purchase and Sale of Securities.
1.1 Firm Securities.
1.1.1 Purchase of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions set forth herein, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 10,000,000 units (the “Firm Units”) of the Company, as set forth opposite the respective names of the Underwriters on Schedule A hereto, at a purchase price (net of discounts and commissions) of $9.95 per Firm Unit. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one right to receive one-fifth of (1/5) of one Ordinary Share (the “Rights”) upon the consummation by the Company of a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”) pursuant to the Rights Agreement (as defined in Section 2.24). The Ordinary Shares and Rights included in the Firm Units will trade separately on the 52^nd^ Business Day (as defined in Section 1.1.2 below) following the date hereof unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Ordinary Shares and Rights included in the Firm Units trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and the Unit Private Placement (as defined in Section 1.3.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin.
1.1.2 Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 a.m., New York City time, on the second (2nd) Business Day following the commencement of trading of the Firm Units, or at such other time as shall be agreed upon by the Representative and the Company, at the offices of Ellenoff Grossman & Schole LLP, counsel to the Underwriters (“EGS”), or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm Units is called the “Closing Date.” Payment for the Firm Units shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable as follows: $100,000,000 of the proceeds received by the Company for the Firm Units and the sale of Placement Units (as defined in Section 1.3.2) shall be deposited in the trust account (“Trust Account”) established by the Company for the benefit of the Public Shareholders, as described in the Registration Statement (as defined in Section 2.1.1) pursuant to the terms of an Investment Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company (“CST”). The remaining proceeds (less commissions, expenses payable under Section 3.9 (to the extent such expenses have not previously been paid) or other fees payable pursuant to this Agreement) (the “Remaining Proceeds”), if any, shall be paid to the order of the Company unless otherwise instructed by the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Firm Units (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public Shareholders” means the holders of Ordinary Shares sold as part of the Units in the Offering or acquired in the aftermarket, including the sponsor, the Company’s officers and directors and the Individual Purchasers (as defined below) to the extent such persons acquire such Ordinary Shares in the aftermarket (and solely with respect to such Ordinary Shares). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally are open for use by customers on such day.
1.2 Over-Allotment Option.
1.2.1 Option Units. The Representative is hereby granted an option (the “Over-allotment Option”) to purchase up to an additional 1,500,000 units (the “Option Units”), the gross proceeds of which will be deposited in the Trust Account, for the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Units. Such Option Units shall be identical in all respects to the Firm Units. Such Option Units shall be purchased for each account of the several Underwriters in the same proportion as the number of Firm Units, set forth opposite such Underwriter’s name on Schedule A hereto, bears to the total number of Firm Units (subject to adjustment by the Representative to eliminate fractions). The Firm Units and the Option Units are hereinafter collectively referred to as the “Units,” and the Units, the Ordinary Shares and Rights included in the Units, and the Ordinary Shares issuable upon conversion of the Rights are hereinafter referred to collectively as the “Public Securities.” No Option Units shall be sold or delivered unless the Firm Units previously have been, or simultaneously are, sold and delivered. The right to purchase the Option Units, or any portion thereof, may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative to the Company. The purchase price to be paid for each Option Unit will be the same price per Firm Unit set forth in Section 1.1.1 hereof.
1.2.2 Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Units within forty-five (45) days after the effective date (“Effective Date”) of the Registration Statement (as defined in Section 2.1.1 hereof). The Underwriters will not be under any obligation to purchase any Option Units prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written notice (which may be by email) to the Company by the Representative, which must be confirmed in accordance with Section 10.1 herein setting forth the number of Option Units to be purchased and the date and time for delivery of and payment for the Option Units (the “Option Closing Date”), which will not be later than five (5) full Business Days after the date of the notice or such other time and in such other manner as shall be agreed upon by the Company and the Representative, at the offices of EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Units does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Units specified in such notice.
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1.2.3 Payment and Delivery. Payment for the Option Units shall be made on the Option Closing Date by wire transfer in Federal (same day) funds, payable as follows: $9.80 per Option Unit shall be deposited by the Representative in the Trust Account pursuant to the Trust Agreement upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Option Units (or through the facilities of DTC) for the account of the Representative. The certificates representing the Option Units to be delivered will be in such denominations and registered in such names as the Representative requests in writing not less than two full Business Days prior to the Closing Date or the Option Closing Date, as the case may be, and will be made available to the Representative for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one full Business Day prior to such Closing Date. The Company shall not be obligated to sell or deliver the Option Units except upon tender of payment by the Underwriters for applicable Option Units.
1.3 Private Placements.
1.3.1 Founder Shares. On January 13, 2025, Next Move Capital LLC (the “Sponsor”) acquired from the Company an aggregate of 3,833,333 Class B ordinary shares of the Company, par value $0.0001 per share (the “Founder Shares”), for an aggregate consideration of $25,000. On June 30, 2025, the Sponsor forfeited 650,000 Founder Shares and certain individuals who are registered persons of the Representative (the “Maxim individuals”) acquired from the Company an aggregate of 335,000 Founder Shares, and one or more third-party investors (the “Third-Party Investors,” and together with the Maxim individuals, the “Individual Purchasers”) acquired from the Company an aggregate of 315,000 Founder Shares, which resulted in the Sponsor owning 3,183,333 Founder Shares. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor and the Individual Purchasers, or any of their transferees prior to the date hereof until the earlier of: (i) six months following the consummation of the initial Business Combination; or (ii) subsequent to the consummation of the initial Business Combination, the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination, that results in all of the Company’s public shareholders having the right to exchange their Ordinary Shares for cash, securities or other property; provided that the Founder Shares held by the Maxim individuals remain subject to the compliance with lock-up requirements imposed by FINRA Rule 5110(e). Notwithstanding the foregoing, if the last sale price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing any time seventy-five (75) days after the initial Business Combination, the Founder Shares will be released from such transfer restrictions. Except as described in the Registration Statement, the Founder Shares may only be sold, assigned or transferred by the Individual Purchasers and their permitted transferees in compliance with the terms of the Subscription Agreements. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the Business Combination within the period of time as provided in its amended and restated memorandum and articles of association, as amended from time to time (the “Charter Document”). The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 500,000 Founder Shares) such that the Founder Shares then outstanding will comprise approximately 25% of the issued and outstanding shares of the Company (excluding the Placement Shares (as defined below) and the Representative Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.
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1.3.2 Unit Private Placement. Simultaneously with the Closing Date, the Sponsor and the Individual Purchasers (and/or their respective designees) will purchase from the Company, pursuant to the Purchase Agreements (as defined in Section 2.21.2 below), an aggregate of 170,000 units, or 177,500 units if the Over-allotment Option is exercised in full, of the Company (105,000 units, or 112,500 units if the Over-allotment Option is exercised in full, to be purchased by the Sponsor and 65,000 units to be purchased by the Individual Purchasers, of which 33,500 units are to be purchased by Maxim individuals and 31,500 units are to be purchased by the Third-Party Investors, whether or not the Over-allotment Option is exercised) (collectively, the “Placement Units”), at a purchase price of $10.00 per unit, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). The Placement Units are identical to the Firm Units except that none of the Placement Securities (as defined below) may be sold, assigned or transferred by (i) the Sponsor or the Individual Purchasers or their respective permitted transferees until thirty (30) days after the consummation of the Company’s initial Business Combination . In addition, the Placement Units acquired by the Maxim individuals are subject in all respects to compliance with requirements imposed by FINRA Rule 5110. The private placement of the Placement Units is referred to herein as the “Unit Private Placement.” The Placement Units, the Ordinary Shares underlying the Placement Units (the “Placement Shares”), the Rights underlying the Placement Units (the “Placement Rights”) and the Ordinary Shares issuable upon conversion of the Placement Rights are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placements. The Public Securities, the Placement Securities, the Representative Shares (as define in Section 1.5) and the Founder Shares are hereinafter referred to collectively as the “Securities.” The purchase price for the Placement Units to be paid by the Sponsor was placed into the Sponsor’s bank account (with evidence thereof delivered to counsel to the Representative) at least 24 hours prior to the date hereof, and shall be delivered to CST for deposit into the Trust Account at least 24 hours prior to the Closing Date or the Option Closing Date, as the case may be.
1.4 Representative’s Ordinary Shares. Upon the Closing of the Offering, the Company shall issue to the Representative or its designees 400,000 Ordinary Shares, or up to 460,000 Ordinary Shares upon full exercise of the Over-allotment Option (the “Representative Shares”). The Representative has agreed not to transfer, assign or sell any such Representative Shares without prior consent of the Company until the completion of the initial Business Combination. In addition, the Representative has agreed (i) to waive its redemption rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to such shares if the Company fails to complete the initial Business Combination within the period of time as provided in the Charter Document. The Representative Shares will not be sold, transferred, assigned, pledged or hypothecated or the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representative Shares by any person, for a period of one-hundred and eighty (180) days from the commencement of sales of the Offering to anyone other than as permitted in accordance with FINRA Rule 5110(e)(2). On and after the 181st day following the Effective Date, transfers to others may be made subject to compliance with or exemptions from applicable securities laws, provided, however, that any transferee (and any subsequent transferees) must agree to the restrictions on transfer and redemption contained in this Section 1.4. The certificates for the Representative Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative Shares shall have registration rights as provided for in the Registration Rights Agreements (as defined in Section 2.21.4).
1.5 Working Capital. Upon consummation of the Offering, approximately $400,000 of the net proceeds (or such greater or lesser amount representing the Remaining Proceeds), from the sale of Units and Placement Units will be released to the Company and held outside of the Trust Account to fund the working capital requirements of the Company.
1.6 Interest Income. Prior to the Company’s consummation of the initial Business Combination or the Company’s liquidation, interest earned on the Trust Account may be released to the Company from the Trust Account in accordance with the terms of the Charter Document and the Trust Agreement to fund the Company’s working capital requirements, subject to a limit of $300,000, in the aggregate, and/or to pay any taxes incurred by the Company and up to $100,000 for dissolution expenses, all as more fully described in the Prospectus (as defined below).
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- Representations and Warranties of the Company. The Company represents and warrants to the Underwriters as follows:
2.1 Filing of Registration Statement.
2.1.1 Pursuant to the Act. The Company has filed with the Commission a registration statement and any amendment thereto, on Form S-1 (File No. 333-286985), including any related preliminary prospectus (the “Preliminary Prospectus”, including any prospectus that is included in the registration statement immediately prior to the effectiveness of the registration statement), for the registration of the Units under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied in all material respects. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became effective, including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Applicable Time,” as used in the Act, means 5:00 p.m. New York City time, on the date of this Agreement. Prior to the Applicable Time, the Company prepared a Preliminary Prospectus, which was included in the Registration Statement filed on June 27, 2025, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Applicable Time, the “Statutory Prospectus”). Other than the Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commission, no other document with respect to the Registration Statement has been filed under the Act with the Commission. All of the Public Securities have been or will be registered for public sale under the Act pursuant to the Registration Statement. The Registration Statement has been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative determines that, at the Applicable Time, the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and the Company and the Representative agree to provide an opportunity to purchasers of the Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at the time of entry into the first such new purchase contract.
2.1.2 Pursuant to the Exchange Act. The Company has filed with the Commission a Registration Statement on Form 8-A (File Number 001-42725) providing for the registration under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of the Units, Ordinary Shares and Rights. The registration of the Units, Ordinary Shares and Rights under the Exchange Act has been declared effective by the Commission on the date hereof and the Units, Ordinary Shares and Rights have been registered pursuant to Section 12(b) of the Exchange Act.
2.1.3 No Stop Orders, etc. Neither the Commission nor, to the Company’s knowledge, any federal, state or other regulatory authority has issued any order or threatened to issue any order preventing or suspending the use of the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus or Prospectus or any part thereof, or has instituted or, to the Company’s knowledge, threatened to institute any proceedings with respect to such an order.
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2.2 Disclosures in Registration Statement.
2.2.1 10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement, the Statutory Prospectus and the Prospectus do and will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. The Registration Statement, as of the Effective Date and at the Applicable Time, did not, and the amendments and supplements thereto, as of their respective dates, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as of its date and the Closing Date or the Option Closing Date, as the case may be, did not, and the amendments and supplements thereto, as of their respective dates, will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Statutory Prospectus, as of the Applicable Time (or such subsequent Applicable Time pursuant to Section 2.1.1), did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. When any Preliminary Prospectus or the Statutory Prospectus was first filed with the Commission (whether filed as part of the Registration Statement for the registration of the Public Securities or any amendment thereto or pursuant to Rule 424(a) of the Regulations) and when any amendment thereof or supplement thereto was first filed with the Commission, such Preliminary Prospectus or the Statutory Prospectus and any amendments thereof and supplements thereto complied or will have been corrected in the Statutory Prospectus and the Prospectus to comply in all material respects with the applicable provisions of the Act and the Regulations and did not and will not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The representation and warranty made in this Section 2.2.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or the Prospectus or any amendment thereof or supplement thereto. The parties acknowledge and agree that such information provided by or on behalf of the Underwriters consists solely of the following: the names of the Underwriters, the table of underwriters in the first paragraph of the section entitled “Underwriting,” the information with respect to stabilization transactions contained in the first and second paragraphs of the section entitled “Underwriting -- Regulatory Restrictions on Purchase of Securities,” the information with respect to underwriting discounts and commissions and dealer concessions in the section entitled “Underwriting,” and the identity of counsel to the Underwriters contained in the section entitled “Legal Matters” (such information, collectively, the “Underwriters’ Information”).
2.2.2 Disclosure of Agreements. The agreements and documents described in the Registration Statement, the Statutory Prospectus and the Prospectus conform to the descriptions thereof contained therein in all material respects and there are no agreements or other documents required to be described in the Registration Statement, the Statutory Prospectus or the Prospectus or to be filed with the Commission as exhibits to the Registration Statement, that have not been so described or filed. Each agreement or other instrument (however characterized or described) to which the Company is a party or by which its property or business is or may be bound or affected and (i) that is referred to in the Registration Statement, Statutory Prospectus or the Prospectus or attached as an exhibit thereto, or (ii) that is material to the Company’s business, has been duly authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, and no such agreement or instrument has been assigned by the Company, and neither the Company nor, to the Company’s knowledge, any other party is in breach or default thereunder and, to the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a breach or default thereunder. To the Company’s knowledge, the performance by the Company of the material provisions of such agreements or instruments will not result in a material violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses, including, without limitation, those relating to environmental laws and regulations.
2.2.3 Prior Securities Transactions. No securities of the Company have been sold by the Company or by or on behalf of, or for the benefit of, any person or persons controlling, controlled by, or under common control with the Company since the date of the Company’s formation, except as disclosed in the Registration Statement.
2.2.4 Regulations. The disclosures in the Registration Statement, the Statutory Prospectus and Prospectus concerning the effects of federal, foreign, state and local regulation on the Company’s business as currently contemplated are correct in all material respects and do not omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.
2.3 Changes After Dates in Registration Statement.
2.3.1 No Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Statutory Prospectus and the Prospectus, except as otherwise specifically stated therein, (i) there has been no material adverse change in the condition, financial or otherwise, or business prospects of the Company, (ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement, (iii) no member of the Company’s board of directors (the “Board of Directors”) or management has resigned from any position with the Company and (iv) no event or occurrence has taken place which materially impairs, or would likely materially impair, with the passage of time, the ability of the members of the Board of Directors or management to act in their capacities with the Company as described in the Registration Statement, the Statutory Prospectus and the Prospectus.
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2.3.2 Recent Securities Transactions. Subsequent to the respective dates as of which information is given in the Registration Statement, the Statutory Prospectus and the Prospectus, and except as may otherwise be indicated or contemplated herein or therein, the Company has not: (i) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) declared or paid any dividend or made any other distribution on or in respect to its share capital.
2.4 Independent Registered Public Accounting Firm. CBIZ CPAs P.C. (“CBIZ”), whose report is filed with the Commission as part of, and is included in, the Registration Statement, the Statutory Prospectus and the Prospectus, are, to the Company’s knowledge, independent registered public accountants as required by the Act, the Regulations and the Public Company Accounting Oversight Board (the “PCAOB”), including the rules and regulations promulgated by such entity. To the Company’s knowledge, CBIZ is currently registered with the PCAOB and in good standing. CBIZ has not, during the periods covered by the financial statements included in the Registration Statement, the Statutory Prospectus and the Prospectus, provided to the Company any non-audit services, as such term is used in Section 10A(g) of the Exchange Act.
2.5 Financial Statements; Statistical Data.
2.5.1 Financial Statements. The financial statements, including the notes thereto and supporting schedules (if any) included in the Registration Statement, the Statutory Prospectus and the Prospectus fairly present the financial position, the results of operations and the cash flows of the Company at the dates and for the periods to which they apply; such financial statements have been prepared in conformity with United States generally accepted accounting principles (“GAAP”), consistently applied throughout the periods involved; and the supporting schedules included in the Registration Statement, the Statutory Prospectus and the Prospectus present fairly the information required to be stated therein in conformity with the Regulations. No other financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the Statutory Prospectus or the Prospectus. The Registration Statement, the Statutory Prospectus and the Prospectus disclose all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. There are no pro forma or as adjusted financial statements which are required to be included in the Registration Statement, the Statutory Prospectus and the Prospectus in accordance with Regulation S-X or Form S-1 that have not been included as so required.
2.5.2 Statistical Data. The statistical, industry-related and market-related data included in the Registration Statement, the Statutory Prospectus and/or the Prospectus are based on or derived from sources that the Company reasonably and in good faith believes are reliable and accurate, and such data agree with the sources from which they are derived.
2.6 Authorized Capital; Options. The Company had at the date or dates indicated in each of the Registration Statement, the Statutory Prospectus, and the Prospectus, as the case may be, duly authorized, issued and outstanding capitalization as set forth in the Registration Statement, the Statutory Prospectus, and the Prospectus. Based on the assumptions stated in the Registration Statement, the Statutory Prospectus and the Prospectus, the Company will have on the Closing Date or on the Option Closing Date, as the case may be, the adjusted share capitalization set forth therein. Except as set forth in, or contemplated by, the Registration Statement, the Statutory Prospectus and the Prospectus, on the Effective Date and on the Closing Date or Option Closing Date, as the case may be, there will be no options, warrants or other rights to purchase or otherwise acquire any authorized but unissued Ordinary Shares or any security convertible into Ordinary Shares, or any contracts or commitments to issue or sell Ordinary Shares or any such options, warrants, rights or convertible securities.
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2.7 Valid Issuance of Securities.
2.7.1 Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized and outstanding securities of the Company conform in all material respects to all statements relating thereto contained in the Registration Statement, the Statutory Prospectus and the Prospectus. All offers, sales and any transfers of the outstanding securities of the Company were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws or exempt from such registration requirements (based in part on the representations and warranties of the purchasers of such securities).
2.7.2 Public Securities; Representative Shares. The Public Securities and the Representative Shares have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreement, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Public Securities and the Representative Shares are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities and the Representative Shares has been duly and validly taken. The form of certificates for the Public Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Public Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Statutory Prospectus and the Prospectus, as the case may be. When paid for and issued, the Rights will constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Rights are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
2.7.3 Placement Securities. The Placement Rights constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof, and are, or will be enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The Placement Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with the Purchase Agreements will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Placement Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Placement Securities has been duly and validly taken. The Placement Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Statutory Prospectus, and the Prospectus, as the case may be.
2.7.4 No Integration. Neither the Company nor any of its affiliates has, prior to the date hereof, made any offer or sale of any securities which are required to be or may be “integrated” pursuant to the Act or the Regulations with the offer and sale of the Public Securities pursuant to the Registration Statement or the Placement Securities in the Unit Private Placement.
2.8 Registration Rights of Third Parties. Except as set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, no holders of any securities of the Company or any rights exercisable for or convertible or exchangeable into securities of the Company have the right to require the Company to register any such securities of the Company under the Act or to include any such securities in a registration statement to be filed by the Company.
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2.9 Validity and Binding Effect of Agreements. This Agreement, the Insider Letter (as defined in Section 2.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreements, the Rights Agreement (as defined in Section 2.24), and the Purchase Agreements (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
2.10 No Conflicts, Etc. The execution, delivery, and performance by the Company of the Transaction Documents, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in a material breach or violation of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement, obligation, condition, covenant or instrument to which the Company is a party or bound or to which its property is subject except pursuant to the Trust Agreement; (ii) result in any violation of the provisions of the Charter Document; or (iii) violate any existing applicable statute, law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties, assets or business constituted as of the date hereof.
2.11 No Defaults; Violations. No material default or violation exists in the due performance and observance of any term, covenant or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other material agreement or instrument evidencing an obligation for borrowed money, or any other agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the properties or assets of the Company is subject. The Company is not in violation of any term or provision of its Charter Document. The Company is not in violation of any franchise, license, permit, applicable law, rule, regulation, judgment or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or businesses, except for such violations which would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise), earnings, assets, prospects, business, operations or properties of the Company, whether or not arising from transactions in the ordinary course of business (a “Material Adverse Effect”).
2.12 Corporate Power; Licenses; Consents.
2.12.1 Conduct of Business. The Company has all requisite corporate power and authority, and has all necessary authorizations, approvals, orders, licenses, certificates and permits of and from all governmental regulatory officials and bodies that it needs as of the date hereof to conduct its business for the purpose as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The disclosures in the Registration Statement, the Statutory Prospectus and the Prospectus concerning the effects of foreign, federal, state and local regulation on this Offering and the Company’s business purpose as currently contemplated are correct in all material respects and do not omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Since its formation, the Company has conducted no business and has incurred no liabilities other than in connection with its formation and in furtherance of this Offering.
2.12.2 Transactions Contemplated Herein. The Company has all requisite corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection herewith have been obtained. No consent, authorization, or order of, and no filing with, any court, government agency or other body, foreign or domestic, is required for the valid issuance, sale and delivery, of the Public Securities and the Placement Securities and the consummation of the transactions and agreements contemplated by the Transaction Documents and as contemplated by the Registration Statement, the Statutory Prospectus and the Prospectus, except with respect to applicable foreign, federal and state securities laws and the rules and regulations promulgated by FINRA.
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2.13 D&O Questionnaires. All information contained in the questionnaires (“Questionnaires”) completed by each of the Company’s officers and directors prior to the Offering (“Insiders”) and provided to the Representative and its counsel and the biographies of the Insiders contained in the Registration Statement, Statutory Prospectus and the Prospectus (to the extent a biography is contained) is, true and correct in all material respects and the Company has not become aware of any information which would cause the information disclosed in the Questionnaires completed by each Insider to become inaccurate, incorrect or incomplete in any material respect.
2.14 Litigation; Governmental Proceedings. There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation or governmental proceeding pending, or to the Company’s knowledge, threatened against or involving the Company or, to the Company’s knowledge, any Insider that has not been disclosed, that is required to be disclosed, in the Registration Statement, the Statutory Prospectus, the Prospectus or the Questionnaires.
2.15 Good Standing. The Company has been duly incorporated and is validly existing as an exempted company and is in good standing under the laws of its jurisdiction of incorporation. The Company is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a Material Adverse Effect.
2.16 No Contemplation of a Business Combination. The Company has not identified any Business Combination target (each a “Target Business”) and it has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any Business Combination target.
2.17 Transactions Requiring Disclosure to FINRA.
2.17.1 Finder’s Fees. There are no claims, payments, arrangements, agreements or understandings relating to the payment of a finder’s, consulting or origination fee by the Company or any Insider with respect to the sale of the Securities hereunder or any other arrangements, agreements or understandings of the Company or to the Company’s knowledge, any Insider that may affect the Underwriters’ compensation, as defined by FINRA.
2.17.2 Payments Within 180 Days. The Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) any FINRA member participating in the Offering as defined in FINRA Rule 5110(j)(15) (“Participating Member”); or (iii) any person or entity that has any direct or indirect affiliation or association with any Participating Member, within the 180-day period prior to the initial filing of the Registration Statement, other than the prior payments to the Representative in connection with the Offering. The Company has not issued any warrants or other securities, or granted any options, directly or indirectly, to anyone who is a potential underwriter in the Offering or an associated person or affiliate (as defined by FINRA rules) of such an underwriter within the 180-day period prior to the initial filing date of the Registration Statement. No person to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date of the Registration Statement has any relationship or affiliation or association with any Participating Member. Except with respect to the Representative in connection with the Offering, the Company has not entered into any agreement or arrangement (including, without limitation, any consulting agreement or any other type of agreement) during the 180-day period prior to the initial filing date of the Registration Statement with the Commission, which arrangement or agreement provides for the receipt of any underwriting compensation from the Company to a Participating Member.
2.17.3 FINRA Affiliation. Other than the Maxim individuals, and as disclosed to the Representative, no officer or director or any direct or indirect beneficial owner (including the Insiders) of any class of the Company’s unregistered securities (whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) has any direct or indirect affiliation or association with any Participating Member. The Company will advise the Representative and EGS if it learns that any officer or director or any direct or indirect beneficial owner (including the Insiders) is or becomes an affiliate or associated person of a Participating Member.
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2.17.4 Share Ownership. Other than the Maxim individuals, no officer or director or any direct or indirect beneficial owner (including the Insiders) of any class of the Company’s unregistered securities is an owner of shares or other securities of any Participating Member (other than securities purchased on the open market).
2.17.5 Loans. No officer or director or any direct or indirect beneficial owner (including the Insiders) of any class of the Company’s unregistered securities has made a subordinated loan to any Participating Member.
2.17.6 Proceeds of the Offering. No proceeds from the sale of the Public Securities (excluding underwriting compensation) or the Placement Securities will be paid to any Participating Member, or any persons associated or affiliated with a Participating Member, except as specifically authorized herein.
2.17.7 Conflicts of Interest. To the Company’s knowledge, no Participating Member has a conflict of interest with the Company. For this purpose, a “conflict of interest” exists when a member of FINRA and/or its associated persons, parent or affiliates in the aggregate beneficially own 10% or more of the Company’s outstanding subordinated debt or common equity, or 10% or more of the Company’s preferred equity. Participating Members include managing agents, syndicate group members and all dealers which are members of FINRA.
2.18 Taxes.
2.18.1 There are no transfer taxes or other similar fees or charges under U.S. federal law or the laws of any U.S. state or any political subdivision of the United States, required to be paid in connection with the execution and delivery of this Agreement or the issuance or sale by the Company of the Public Securities.
2.18.2 The Company has filed all foreign, U.S. federal, state and local tax returns required to be filed with taxing authorities prior to the date hereof in a timely manner or has duly obtained extensions of time for the filing thereof, except in any case in which the failure to so file would not have a Material Adverse Effect. The Company has paid all taxes shown as due on such returns that were filed and has paid all taxes imposed on it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except for any such assessment, fine or penalty that is currently being contested in good faith or as would not have a Material Adverse Effect. The Company has made appropriate provisions in the applicable financial statements referred to in Section 2.5.1 above in respect of all federal, state, local and foreign income and franchise taxes for all current or prior periods as to which the tax liability of the Company has not been finally determined, if any.
2.19 Foreign Corrupt Practices Act; Anti-Money Laundering; Patriot Act.
2.19.1 Foreign Corrupt Practices Act. Neither the Company nor to the Company’s knowledge, any of the Insiders or any other person acting on behalf of the Company has, directly or indirectly, given or agreed to give any money, gift or similar benefit (other than legal price concessions to customers in the ordinary course of business) to any customer, supplier, employee or agent of a customer or supplier, or official or employee of any governmental agency or instrumentality of any government (domestic or foreign) or any political party or candidate for office (domestic or foreign) or other person who was, is, or may be in a position to help or hinder the business of the Company (or assist it in connection with any actual or proposed transaction) that (i) might subject the Company to any damage or penalty in any civil, criminal or governmental litigation or proceeding, (ii) if not given in the past, might have had a Material Adverse Effect, or (iii) if not continued in the future, might adversely affect the assets, business or operations of the Company. The Company has taken reasonable steps to ensure that its accounting controls and procedures are sufficient to cause the Company to comply in all material respects with the Foreign Corrupt Practices Act of 1977, as amended.
2.19.2 Currency and Foreign Transactions Reporting Act. The operations of the Company are and have been conducted at all times in compliance with (i) the requirements of the U.S. Treasury Department Office of Foreign Asset Control and (ii) applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transaction Reporting Act of 1970, as amended, including the Money Laundering Control Act of 1986, as amended, the rules and regulations thereunder and any related or similar money laundering statutes, rules, regulations or guidelines, issued, administered or enforced by any Federal governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company with respect to the Money Laundering Laws is pending or, to the Company’s knowledge, threatened.
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2.19.3 Patriot Act. Neither the Company nor to the Company’s knowledge, any Insider has violated the Bank Secrecy Act of 1970, as amended, or the Uniting and Strengthening of America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001, and/or the rules and regulations promulgated under any such law, or any successor law.
2.20 Officers’ Certificate. Any certificate signed by any duly authorized officer of the Company in connection with the Offering and delivered to the Representative or to EGS shall be deemed a representation and warranty by the Company to the Underwriters as to the matters covered thereby.
2.21 Agreements With Insiders.
2.21.1 Insider Letter. The Company has caused to be duly executed a legally binding and enforceable agreement (except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification, contribution or non-compete provision may be limited under foreign, federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought), a form of which is annexed as an exhibit to the Registration Statement (the “Insider Letter”), pursuant to which each of the Insiders and the Sponsor agree to certain matters. The Insider Letter shall not be amended, modified or otherwise changed without the prior written consent of the Representative.
2.21.2 Purchase Agreements. The Sponsor has executed and delivered a Unit Purchase Agreement (the “Unit Purchase Agreement”) and the Individual Purchasers have executed subscription agreements (the “Subscription Agreements” and, together with the Unit Purchase Agreements, the “Purchase Agreements”). The forms of the Purchase Agreements are filed as exhibits to the Registration Statement, pursuant to which the Sponsor and the Individual Purchasers will, among other things, on the Closing Date, each consummate the purchase of and deliver the purchase price for the Placement Units as provided for in the respective Purchase Agreements. Pursuant to the Purchase Agreements, (i) the Sponsor and the Individual Purchasers have each waived any and all rights and claims each may have to any proceeds, and any interest thereon, held in the Trust Account in respect of the Placement Units, and (ii) certain proceeds from the sale of the Placement Units will be deposited by the Company in the Trust Account in accordance with the terms of the Trust Agreement on the Closing Date as provided for in the Purchase Agreements.
2.21.3 Administrative Services Agreement. The Company and the Sponsor have entered into an agreement (“Services Agreement”) substantially in the form annexed as an exhibit to the Registration Statement pursuant to which the Sponsor will make available to the Company general and administrative services including office space, administrative and support services for the Company’s use for $20,000 per month, which will begin accruing upon consummation of the Offering and will not be payable until the earlier of the consummation by the Company of the initial Business Combination or the liquidation of the Trust Account, on the terms and subject to the conditions set forth in the Services Agreement, unless, in the sole discretion of the Company, such amounts are repaid earlier from amounts of the interest earned on the funds held in the Trust Account that may be released to the Company to fund its working capital requirements, as set forth in Section 1.6 hereof.
2.21.4 Registration Rights Agreement. The Company, the Sponsor, the Company’s officers and directors, the Individual Purchasers and the Underwriters have entered into Registration Rights Agreements (collectively, the “Registration Rights Agreements”) substantially in the form filed as an exhibit to the Registration Statement, whereby such parties will be entitled to certain registration rights with respect to the securities they hold or may hold, as set forth in such Registration Rights Agreements and described more fully in the Registration Statement, the Statutory Prospectus and the Prospectus.
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2.21.5 Loans. The Sponsor has agreed to make loans to the Company in the aggregate amount of up to $300,000 (the “Insider Loans”) pursuant to a promissory note, as amended from time to time, filed as an exhibit to the Registration Statement (or up to $500,000 if the Sponsor and the Company agree). The Insider Loans do not bear any interest and any outstanding amounts thereunder as of the date of the Company’s initial Business Combination are repayable by the Company on such date.
2.22 Investment Management Trust Agreement. The Company has entered into the Trust Agreement with respect to certain proceeds of the Offering and the Unit Private Placement substantially in the form filed as an exhibit to the Registration Statement, pursuant to which the funds held in the Trust Account may be released under limited circumstances.
2.23 Intentionally Omitted.
2.24 Rights Agreement. The Company has entered into a rights agreement with respect to the Rights included in the Units and the Placement Rights with CST substantially in the form filed as an exhibit to the Registration Statement (the “Rights Agreement”).
2.25 No Existing Non-Competition Agreements. No Insider is subject to any non-competition agreement or non-solicitation agreement with any employer or prior employer which could materially affect his ability to be an employee, officer and/or director of the Company, except as disclosed in the Registration Statement.
2.26 Investments. No more than 45% of the “value” (as defined in Section 2(a)(41) of the Investment Company Act of 1940, as amended (“Investment Company Act”)) of the Company’s total assets consist of, and no more than 45% of the Company’s net income after taxes is derived from, securities other than “Government Securities” (as defined in Section 2(a)(16) of the Investment Company Act) or money market funds meeting the conditions of Rule 2a-7 under the Investment Company Act.
2.27 Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Statutory Prospectus and Prospectus will not be required, to register as an “investment company” under the Investment Company Act.
2.28 Subsidiaries. The Company does not own an interest in any corporation, partnership, limited liability company, joint venture, trust or other business entity.
2.29 Related Party Transactions. No relationship, direct or indirect, exists between or among the Company, on the one hand, and any Insider, on the other hand, which is required by the Act, the Exchange Act or the Regulations to be described in the Registration Statement, the Statutory Prospectus and the Prospectus which is not so described as required. There are no outstanding loans, advances (except normal advances for business expenses in the ordinary course of business), or guarantees of indebtedness by the Company to or for the benefit of any of the officers or directors of the Company or any of their respective family members, except as disclosed in the Registration Statement, the Statutory Prospectus and Prospectus. The Company has not extended or maintained credit, arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any director or officer of the Company.
2.30 No Influence. The Company has not offered, or caused the Underwriters to offer, the Firm Units to any person or entity with the intention of unlawfully influencing: (a) a customer or supplier of the Company or any affiliate of the Company to alter the customer’s or supplier’s level or type of business with the Company or such affiliate or (b) a journalist or publication to write or publish favorable information about the Company or any such affiliate.
2.31 Sarbanes-Oxley. The Company is, or on the Closing Date will be, in material compliance with the provisions of the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated thereunder and related or similar rules or regulations promulgated by any governmental or self-regulatory entity or agency, that are applicable to it as of the date hereof.
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2.32 Distribution of Offering Material by the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion of the distribution of the Units, any offering material in connection with the offering and sale of the Units other than the Statutory Prospectus and the Prospectus, in each case as supplemented and amended.
2.33 Nasdaq Stock Market. The Public Securities have been authorized for listing, subject to official notice of issuance and evidence of satisfactory distribution, on The Nasdaq Stock Market LLC (the “Nasdaq”), and the Company knows of no reason or set of facts that is likely to adversely affect such authorization.
2.34 Board of Directors. As of the Effective Date, the Board of Directors of the Company will be comprised of the persons set forth as “Directors” or “Director nominees” under the heading of the Statutory Prospectus and the Prospectus captioned “Management.” As of the Effective Date, the qualifications of the persons serving as board members and the overall composition of the board will comply with the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder and the rules of the Nasdaq that are, in each case, applicable to the Company. As of the Effective Date, the Company will have an Audit Committee that satisfies the applicable requirements under the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder and the rules of the Nasdaq.
2.35 Emerging Growth Company. From its formation through the date hereof, the Company has been and is an “emerging growth company,” as defined in Section 2(a) of the Act (an “Emerging Growth Company”).
2.36 No Disqualification Events. Neither the Company, nor any of its predecessors or any affiliated issuer, nor any director, executive officer, or other officer of the Company participating in the Offering, nor any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Act) connected with the Company in any capacity at the Applicable Time (each, a “Company Covered Person” and, together, “Company Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Company Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Underwriters a copy of any disclosures provided thereunder.
2.37 Free-Writing Prospectus and Testing-the-Waters. The Company has not made any offer relating to the Public Securities that would constitute an issuer free writing prospectus, as defined in Rule 433 under the Act, or that would otherwise constitute a “free writing prospectus” as defined in Rule 405. The Company: (a) has not engaged in any Testing-the-Waters Communication other than Testing-the-Waters Communications with the consent of the Representative with entities that are qualified institutional buyers within the meaning of Rule 144A under the Act or institutions that are accredited investors within the meaning of Rule 501 under the Act and (b) has not authorized anyone to engage in Testing-the-Waters Communications other than its officers and the Representative and individuals engaged by the Representative. The Company has not distributed any written Testing-the-Waters Communications other than those listed on Schedule B hereto. “Testing-the-Waters Communication” means any oral or written communication with potential investors undertaken in reliance on Section 5(d) of the Act.
2.38 Dividends and Distributions. Except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus, under current laws and regulations of the Cayman Islands, all dividends and other distributions lawfully declared and payable on the Securities may be paid by the Company to the holder thereof in United States dollars. No taxes, fees or charges (other than stamp duty) are payable (by assessment, withholding, deduction or otherwise) to the government or other taxing authority in the Cayman Islands under the laws of the Cayman Islands in respect of dividends and disbursements made to the holders of Securities.
- Covenants of the Company. The Company covenants and agrees as follows:
3.1 Amendments to Registration Statement. The Company will deliver to the Representative, prior to filing, any amendment or supplement to the Registration Statement, any Preliminary Prospectus or the Prospectus proposed to be filed after the Effective Date and the Company shall not file any such amendment or supplement to which the Representative reasonably objects in writing.
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3.2 Federal Securities Laws.
3.2.1 Compliance. During the time when a Prospectus is required to be delivered under the Act, the Company will use its best efforts to comply with all requirements imposed upon it by the Act, the Regulations, and the Exchange Act, and by the regulations under the Exchange Act, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Public Securities in accordance with the provisions hereof and the Statutory Prospectus and the Prospectus. If at any time when a Prospectus relating to the Public Securities is required to be delivered under the Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the Act, the Company will notify the Representative promptly and prepare and file with the Commission, subject to Section 3.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Act.
3.2.2 Filing of Final Prospectus. The Company will file the Prospectus (in form and substance satisfactory to the Underwriters) with the Commission pursuant to the requirements of Rule 424 of the Regulations.
3.2.3 Exchange Act Registration. The Company will use its commercially reasonable efforts to maintain the registration of the Public Securities under the provisions of the Exchange Act (except in connection with a going-private transaction) for a period of five years from the Effective Date, or until the Company is required to be liquidated or is acquired, if earlier. The Company will not deregister the Public Securities under the Exchange Act without the prior written consent of the Representative.
3.2.4 Exchange Act Filings. From the Effective Date until the earlier of the Company’s initial Business Combination, or its liquidation and dissolution, the Company shall timely file with the Commission via the Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”) such statements and reports as are required to be filed by a company registered under Section 12(b) of the Exchange Act.
3.2.5 Sarbanes-Oxley Compliance. As soon as it is legally required to do so, the Company shall take all actions necessary to obtain and thereafter maintain material compliance with each applicable provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder and related or similar rules and regulations promulgated by any other governmental or self-regulatory entity or agency with jurisdiction over the Company.
3.3 Free-Writing Prospectus. The Company agrees that it will not make any offer relating to the Public Securities that would constitute an issuer free writing prospectus, as defined in Rule 433 under the Act, or that would otherwise constitute a “free writing prospectus” as defined in Rule 405.
3.4 Delivery to Underwriters of Prospectuses. The Company will deliver to the Underwriters, without charge and from time to time during the period when the Prospectus is required to be delivered under the Act or the Exchange Act, such number of copies of each Preliminary Prospectus and the Prospectus as the Underwriters may reasonably request and, as soon as the Registration Statement or any amendment or supplement thereto becomes effective, deliver to the Underwriters, upon their request, two manually executed Registration Statements, including exhibits, and all post-effective amendments thereto and copies of all exhibits filed therewith or incorporated therein by reference and all manually executed consents of certified experts.
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3.5 Effectiveness and Events Requiring Notice to the Representative. The Company will use its best efforts to cause the Registration Statement to remain effective and will notify the Representative immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or preventing or suspending the use of any Preliminary Prospectus or the Prospectus or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any foreign or state securities commission of any proceedings for the suspension of the qualification of the Public Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus; (v) of the receipt of any comments or request for any additional information from the Commission; and (vi) of the happening of any event that, in the reasonable judgment of the Company, makes any statement of a material fact made in the Registration Statement or the Prospectus untrue or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, and in light of the circumstances under which they were made, not misleading in any material respect. If the Commission or any foreign or state securities commission shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.
3.6 Affiliated Transactions.
3.6.1 Business Combinations. The Company will not consummate the Business Combination with any entity that is affiliated with any Insider unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.
3.6.2 Compensation to Insiders. Except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus, the Company shall not pay any of the Insiders or any of their affiliates any fees or compensation from the Company, for services rendered to the Company prior to, or in connection with, the consummation of the initial Business Combination.
3.7 Reports to the Representative. For a period of three (3) years from the Effective Date or until such earlier time upon which the Company (1) is required to be liquidated or (2) is no longer required to file reports under the Exchange Act, the Company will furnish to the Representative and its counsel copies of such financial statements and other periodic and special reports as the Company from time to time furnishes generally to holders of any class of its securities, and promptly furnish to the Underwriters, (i) a copy of each periodic report the Company shall be required to file with the Commission, (ii) a copy of every press release and every news item and article with respect to the Company or its affairs that was released by the Company, (iii) a copy of each current Report on Form 8-K or Schedule 13D, 13G, 14D-1 or 13E-4 received or prepared by the Company, (iv) two (2) copies of each registration statement filed by the Company with the Commission under the Act and (v) such additional documents and information with respect to the Company and the affairs of any future subsidiaries of the Company as the Representative may from time to time reasonably request; provided that the Representative shall sign, if requested by the Company, a Regulation FD compliant confidentiality agreement which is reasonably acceptable to the Representative and its counsel in connection with the Representative’s receipt of such information. Documents filed or furnished with the Commission pursuant to its EDGAR system shall be deemed to have been delivered to the Representative pursuant to this Section.
3.8 Transfer Agent. For a period of three years following the Effective Date or until such earlier time upon which the Company is required to be liquidated, the Company shall retain a transfer agent and rights agent acceptable to the Representative. CST is acceptable to the Representative.
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3.9 Payment of Expenses. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all Company expenses incident to the performance of the obligations of the Company under this Agreement, including but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation, printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement, the Statutory Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) the preparation, printing, engraving, issuance and delivery of the Units, the Ordinary Shares and the Rights included in the Units, including any transfer or other taxes payable thereon, (iv) filing fees incurred in registering the Offering with FINRA and the reasonable fees of counsel of the Underwriters in connection therewith, (v) fees, costs and expenses incurred in listing the Securities on the Nasdaq or such other share exchanges as the Company and the Underwriters together determine, (vi) all fees and disbursements of the transfer and rights agent, (vii) all of the Company’s expenses associated with “due diligence” and “road show” meetings arranged by the Representative and any presentations made available by way of a net roadshow, including without limitation trips for the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred by the Company or such management, and (viii) all other costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.9. If the Offering is consummated, the Company shall reimburse the Representative the expenses set forth above up to a maximum aggregate amount of $100,000 (including any advances for such expenses), which amount may be deducted from the net proceeds of the Offering payable to the Company on the Closing Date. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder), then the Company shall reimburse the Representative in full for its out-of-pocket and accountable expenses actually incurred through such date up to a maximum aggregate amount of $100,000, including, without limitation, reasonable fees and disbursements of counsel to the Representative (provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of the Company’s engagement letter with the Representative dated February 25, 2025 (the “Engagement Letter”)).
3.10 Application of Net Proceeds. The Company will apply the net proceeds from the Offering and Unit Private Placement and received by it in a manner consistent with the application described under the caption “Use of Proceeds” in the Prospectus.
3.11 Delivery of Earnings Statements to Security Holders. The Company will make generally available to its security holders as soon as practicable, but not later than the first day of the fifteenth full calendar month following the Effective Date, an earnings statement (which need not be certified by independent public or independent certified public accountants unless required by the Act or the Regulations, but which shall satisfy the provisions of Rule 158(a) under Section 11(a) of the Act) covering a period of at least twelve consecutive months beginning after the Effective Date.
3.12 Notice to FINRA.
3.12.1 Notice to FINRA. For a period of sixty (60) days after the date of the Prospectus, in the event any person or entity (regardless of any FINRA affiliation or association) is engaged, in writing, to assist the Company in its search for a Target Business or to provide any other services in connection therewith, the Company will provide the following to the Representative prior to the consummation of the initial Business Combination: (i) complete details of all services and copies of agreements governing such services; and (ii) explanation as to why the person or entity providing the merger and acquisition services should not be considered a “Participating Member” with respect to the Offering, as such term is defined in FINRA Rule 5110. The Company also agrees that, if required by law, proper disclosure of such arrangement or potential arrangement will be made in the tender offer documents or proxy statement which the Company will file with the Commission in connection with the initial Business Combination.
3.12.2 FINRA. The Company shall advise the Representative (who shall make an appropriate filing with FINRA) if it is aware that any 10% or greater shareholder of the Company becomes an affiliate or associated person of a Participating Member.
3.12.3 Broker/Dealer. In the event the Company intends to register as a broker/dealer, merge with or acquire a registered broker/dealer, or otherwise become a member of FINRA, it shall promptly notify FINRA.
3.13 Stabilization. Neither the Company, nor to its knowledge, any of its employees, directors or shareholders (without the consent of the Representative) has taken and the Company will not take, and has directed its employees, directors and shareholders not to take, directly or indirectly, any action designed to or that has constituted or that might reasonably be expected to cause or result in, under the Exchange Act, or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Units.
3.14 No Rule 462(b) Registration Statement. The Company shall not file a registration statement pursuant to Rule 462(b) under the Act registering additional Public Securities.
3.15 Intentionally Omitted.
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3.16 Internal Controls. The Company will maintain a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization, (ii) transactions are recorded as necessary in order to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
3.17 Accountants. Until the earlier of five years from the Effective Date or when the Company is required to be liquidated, the Company shall retain CBIZ or another independent registered public accounting firm reasonably acceptable to the Representative.
3.18 Form 8-K. The Company shall, on or prior to the date hereof, retain its independent registered public accounting firm to audit the balance sheet of the Company as of the Closing Date (“Audited Financial Statements”) reflecting the receipt by the Company of the proceeds of the Offering and the Unit Private Placement. Within four (4) Business Days after the Closing Date, the Company shall use its reasonable best efforts to file a Current Report on Form 8-K with the Commission, which Report shall contain the Company’s Audited Financial Statements. Promptly after the Option Closing Date, if the Over-allotment Option is exercised after the Closing Date, the Company shall file with the Commission a Current Report on Form 8-K or an amendment to the Form 8-K to disclose the exercise of such option.
3.19 Corporate Proceedings. All corporate proceedings and other legal matters necessary to carry out the provisions of this Agreement and the transactions contemplated hereby shall have been done to the reasonable satisfaction of the Representative (or its counsel).
3.20 Investment Company. The Company shall cause the proceeds of the Offering to be held in the Trust Account to be invested only as provided for in the Trust Agreement and disclosed in the Prospectus. The Company will otherwise conduct its business in a manner so that it will not become subject to the Investment Company Act. Furthermore, once the Company consummates the initial Business Combination, it shall be engaged in a business other than that of investing, reinvesting, owning, holding or trading securities.
3.21 Amendments to Charter Document. The Company covenants and agrees, that prior to its initial Business Combination it will not seek to amend or modify its Charter Document, except in accordance with the procedures set forth therein. The Company acknowledges that the purchasers of the Public Securities in the Offering shall be deemed to be third party beneficiaries of this Agreement and specifically this Section 3.21.
3.22 Press Releases. The Company agrees that it will not issue press releases or engage in any other publicity, without the Representative’s prior written consent (not to be unreasonably withheld), for a period of forty-five (45) days after the Closing Date. Notwithstanding the foregoing, in no event shall the Company be prohibited from issuing any press releases or engaging in any other publicity required by law, except that including the name of any Underwriter therein shall require the prior written consent of such Underwriter.
3.23 Insurance. The Company will maintain directors’ and officers’ insurance (including, without limitation, insurance covering the Company’s directors and officers for liabilities or losses arising in connection with this Offering, including, without limitation, liabilities or losses arising under the Act, the Exchange Act, the Regulations and any applicable foreign securities laws).
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3.24 Electronic Prospectus. The Company shall cause to be prepared and delivered to the Underwriters, at the Company’s expense, promptly, but in no event later than two (2) Business Days from the effective date of this Agreement, an Electronic Prospectus to be used by the Underwriters in connection with the Offering. As used herein, the term “Electronic Prospectus” means a form of prospectus, and any amendment or supplement thereto, that meets each of the following conditions: (i) it shall be encoded in an electronic format, satisfactory to the Representative, that may be transmitted electronically by the Underwriters to offerees and purchasers of the Units for at least the period during which a prospectus relating to the Units is required to be delivered under the Act; (ii) it shall disclose the same information as the paper prospectus and prospectus filed pursuant to EDGAR, except to the extent that graphic and image material cannot be disseminated electronically, in which case such graphic and image material shall be replaced in the electronic prospectus with a fair and accurate narrative description or tabular representation of such material, as appropriate; and (iii) it shall be in or convertible into a paper format or an electronic format, satisfactory to the Representative, that will allow recipients thereof to store and have continuously ready access to the prospectus at any future time, without charge to such recipients (other than any fee charged for subscription to the Internet as a whole and for on-line time).
3.25 Private Placement Proceeds. On the Closing Date, the Company shall cause to be deposited proceeds from the Unit Private Placement into the Trust Account, or such other amount such that the amount of the funds in the Trust Account shall be $10.00 per Public Share sold in the Offering. On the Option Closing Date, if any, the Company shall cause to be deposited an amount of additional proceeds from the additional Placement Units sold on the Option Closing Date into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Offering.
3.26 Future Financings. The Company agrees that neither it, nor any successor or subsidiary of the Company, will consummate any public or private equity or debt financing prior to the consummation of the initial Business Combination, unless all investors in such financing expressly waive, in writing, any rights in or claims against the Trust Account.
3.27 Amendments to Agreements. The Company shall not amend, modify or otherwise change the Trust Agreement, the Registration Rights Agreements, the Rights Agreement, the Purchase Agreements, the Services Agreement or the Insider Letter without the prior written consent of the Representative which will not be unreasonably withheld.
3.28 Nasdaq. Until the consummation of the initial Business Combination, the Company will use commercially reasonable efforts to maintain the listing of the Public Securities on the Nasdaq or a national securities exchange acceptable to the Representative.
3.29 Reservation of Shares. The Company will reserve and keep available that maximum number of its authorized but unissued securities which are issuable upon conversion of the Rights outstanding from time to time.
3.30 Notice of Disqualification Events. The Company will notify the Underwriters in writing, prior to the Closing Date, of (i) any Disqualification Event relating to any Company Covered Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Company Covered Person.
3.31 Disqualification of S-1. Until the earlier of seven years from the date hereof or until the Rights have either expired and are no longer convertible or have all been converted, the Company will not take any action or actions that prevent or disqualify the Company’s use of Form S-1 (or other appropriate form) for the registration of the Ordinary Shares issuable upon conversion of the Rights under the Act.
3.32 Emerging Growth Company Status. The Company will promptly notify the Representative if the Company ceases to be an Emerging Growth Company at any time prior to the earlier of five years after the consummation of the Company’s initial Business Combination, or the liquidation of the Trust Account if the initial Business Combination is not consummated as required by its Charter Document (the “Termination Date”).
3.33 Review of Financial Statements. Until the earlier of five years from the Effective Date or either the consummation of the initial Business Combination (if the Company is not a public company as a result of the initial Business Combination) or the liquidation of the Trust Account if the initial Business Combination is not consummated by the Termination Date, the Company, at its expense, shall cause its regularly engaged independent certified public accountants to review (but not audit) the Company’s financial statements for each of the first three fiscal quarters prior to the announcement of quarterly financial information and the filing of the Company’s Form 10-Q quarterly report.
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3.34 Right of First Refusal. The Company agrees that if the Firm Units are sold in accordance with the terms of this Underwriting Agreement, the Company shall grant Representative the right of first refusal to act as the sole underwriter and sole book-running manager, and/or sole placement agent, for any and all future public and private equity, equity linked, convertible and debt offerings of the Company, or any successor to or any subsidiary of the Company, provided, however, that such right of first refusal shall not apply to any public equity, equity-linked, convertible and debt offerings of the Company that are with parties introduced by the Sponsor or its affiliates. The right of first refusal shall commence on the Closing Date and terminate on the twelve (12) month anniversary of the closing of the initial Business Combination. Notwithstanding the foregoing, in accordance with FINRA Rule 5110(g)(6)(A), such right of first refusal shall not have a duration of more than three (3) years from the commencement of sales of the Offering. If the Representative fails to accept an offer within five (5) Business Days after the mailing of a notice containing the material terms of a proposed financing by registered mail or overnight courier service addressed to the Representative, then the Representative shall have no further claim or right with respect to the financing proposal contained in such notice. If, however, the terms of such financing proposal are subsequently modified in any material respect, the preferential right referred to herein shall apply to such modified proposal as if the original proposal had not been made. The Representative’s failure to exercise its preferential right with respect to any particular proposal shall not affect its preferential rights relative to future proposals.
3.35 Tail Fee. If, within twelve (12) months following the Closing Date (so long as Maxim has not been terminated for cause as defined in FINRA Rule 5110(g)(5)(B)), the Company completes any financing of equity, equity-linked, convertible or debt securities, or other capital raising activity (other than the exercise by any person or entity of any options, warrants or other convertible securities) with any investor originally introduced to the Company by Maxim between February 25, 2025 and December 31, 2025, and which shall be set forth on Schedule 1 of the Engagement Letter, then the Company will pay to Maxim 2% of the gross proceeds received from such investors upon the closing of such offering in cash plus a number of Class A ordinary shares equal to 4% of the gross proceeds received from such investors upon the closing of such offering.
3.36 Obligations in Connection with Business Combination. If requested by the Representative:
3.36.1 Prior to entering into any definitive agreement with respect to the initial Business Combination and until such time as such initial Business Combination is consummated:
(a) The Company will furnish or arrange to have furnished to the Representative all information concerning the Company, the target business of such proposed initial Business Combination, any entity that succeeds or will succeed the Company as a public company in connection with initial the Business Combination, or any direct or indirect parent or subsidiary of any of them (any such issuer or co-issuer, a “Registrant”) and the proposed initial Business Combination that the Representative deems appropriate and will provide the Representative with access to the Company’s officers, directors, employees, affiliates, appraisers, independent accountants, financial advisors, legal counsel and other agents, consultants and advisors (“Registrant Representatives”) and properties of any Registrant as requested by the Representative. The Company shall take all reasonable steps requested by the Representative to ensure that each Registrant and each of the Registrant Representatives cooperate fully with all requests by the Representative for such information and access.
(b) The Company agrees to notify the Representative with respect to, and to permit the Representative, at their request, to participate in all diligence sessions with any Registrant or its Registrant Representatives and all drafting sessions in respect of any registration statement, preliminary or final prospectus, proxy statement, tender offer document or offering memorandum, including, without limitation, any document incorporated by reference into any of the foregoing, or any amendment or supplement to any of the foregoing, related to or in connection with the initial Business Combination (“Business Combination Securities Disclosure Documents”).
(c) The Company shall provide drafts of all Business Combination Securities Disclosure Documents to the Representative and their legal counsel reasonably in advance of the filing of any Business Combination Securities Disclosure Document with the Commission or the circulation of any Business Combination Securities Disclosure Document to any prospective investor, sufficient to allow the Representative and their legal counsel a reasonable time to request changes determined by them to be necessary or appropriate to such Business Combination Securities Disclosure Document before its filing or circulation. The Company shall not permit the filing with or furnishing to the Commission of any document (including, without limitation, any Business Combination Securities Disclosure Documents), the issuance of any press release or the publication of any other communication in any form, in each case relating to the issuance of Business Combination securities, without the prior written consent of the Representative, which consent shall not unreasonably be withheld, delayed or conditioned.
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3.36.2 Notwithstanding any provision to the contrary herein, in connection with any Business Combination, the Company shall use all reasonable efforts to (i) require counsel to the Company and the Registrant to provide customary negative assurance letters to the Representative as of the consummation of the initial Business Combination in form and substance reasonably satisfactory to the Representative, (ii) require the accounting firm or firms that have audited any financial statements set forth in any Business Combination Securities Disclosure Document to provide customary “comfort letters” to the Representative pursuant to AU 634 of the Public Company Accounting Oversight Board as of the effectiveness of any Business Combination Securities Disclosure Document that was filed with, and declared effective by, the Commission, and as of the consummation of the initial Business Combination, (iii) require the Target Business to deliver certificates executed by the management of the Target Business as reasonably requested by Maxim, and (iv) take any other actions reasonably requested by the Representative. The Company agrees that it shall be responsible for the payment of all costs associated therewith and shall promptly reimburse the Representative for all out-of-pocket costs and expenses reasonably incurred by the Representative in connection with the foregoing, including the reasonable cost of any counsel retained by the Representative as they may deem necessary or desirable.
3.36.3 In connection with the initial Business Combination, to the extent the Company retains services (the “Fairness Opinion Provider”) to prepare a report and provide an opinion (the “Fairness Opinion”) concerning the fairness, from a financial point of view, of the Business Combination to the Company and its unaffiliated shareholders based upon, among other things, a financial review of the target business in the initial Business Combination (“Target Business”) and its business and operations, the Company shall disclose in reasonable detail in the Business Combination Securities Disclosure Document the results of that report and, as necessary or appropriate, a copy of that report. Each Registrant shall provide the Fairness Opinion Provider with all information and access to persons and documents that the Fairness Opinion Provider deems reasonably necessary and appropriate in connection with the preparation of its Fairness Opinion.
3.36.4 In connection with the initial Business Combination, the Company will engage an investigative search firm to conduct an investigation of the directors and executive officers of the Target Business and shall provide copies of the search reports to the Representative.
3.36.5 Prior to the consummation of the initial Business Combination, if the Business Combination does not directly or indirectly provide for the assumption of the Company’s obligations hereunder and the Company is not and will not be the surviving public company of such initial Business Combination, the Company shall ensure that each Target Business or other Registrant agrees to execute and deliver to the Representative a joinder agreement, in form and substance reasonably satisfactory to the Representative (such satisfaction not to be unreasonably withheld, delayed or conditioned), pursuant to which it shall join this Agreement as a signatory and a party and thus to be subject to all of the terms and conditions of this Agreement that remain in full force and effect after consummation of the initial Business Combination. In addition, in connection with the initial Business Combination, the Company will, and will use all reasonable efforts to cause each Registrant to, comply with the obligations and covenants of the Company set forth in this Agreement that then remain in full force and effect and comply in all material respects with all laws, rules and regulations applicable either to any Registrant and its business activities or to the Business Combination, as such laws, rules and regulations may be in effect at the time of the consummation of the initial Business Combination.
3.36.6 To the extent that the Representative determines, in its sole judgment, that the Underwriters are required to make any filing with FINRA other than in connection with the Offering or otherwise to comply with FINRA rules in connection with the initial Business Combination, the Company shall, upon the reasonable request of the Underwriters accompanied by a reasonable explanation of the applicable requirement(s), provide all necessary cooperation to the Representative and shall provide or cause to be provided to the Representative all information that the Representative deems necessary in order to make any such filings and in order to comply with FINRA rules. The Company shall be responsible for the fees and expenses of the Representative in connection with such filings, including the reasonable fees and expenses of counsel in an amount mutually agreed upon by the parties, and all filing fees associated therewith.
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3.36.7 The Company acknowledges and agrees that nothing in this Section 3.36 shall be interpreted to obligate the Underwriters to take any action, or to refrain from taking any action, in connection with the initial Business Combination and any such actions will be undertaken by each Underwriter, in respect of itself, in its sole discretion and may be governed by a separate, definitive written agreement between such Underwriter and the Company or another Registrant as such parties may mutually agree.
- Conditions of Underwriters’ Obligations. The obligations of the Underwriters to purchase and pay for the Units, as provided herein, shall be subject to the continuing accuracy of the representations and warranties of the Company as of the date hereof and as of each of the Closing Date and the Option Closing Date, if any, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof and to the performance by the Company of its obligations hereunder and to the following conditions:
4.1 Regulatory Matters.
4.1.1 Effectiveness of Registration Statement. The Registration Statement shall have become effective not later than 5:00 p.m., New York time, on the date of this Agreement or such later date and time as shall be consented to in writing by the Representative, and, at each of the Closing Date and the Option Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for the purpose shall have been instituted or shall be pending or contemplated by the Commission and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of EGS.
4.1.2 FINRA Clearance. By the Effective Date, the Underwriters shall have received a letter of no objections from FINRA as to the underwriting terms and arrangements and amount of compensation allowable or payable to the Underwriters as described in the Registration Statement.
4.1.3 No Commission Stop Order. At the Closing Date and on each Option Closing Date, the Commission has not issued any order or threatened to issue any order preventing or suspending the use of any Preliminary Prospectus, the Prospectus or any part thereof, and has not instituted or, to the Company’s knowledge, threatened to institute any proceedings with respect to such an order.
4.1.4 Nasdaq. The Public Securities shall have been approved for listing on the Nasdaq, subject to official notice of issuance and evidence of satisfactory distribution, satisfactory evidence of which shall have been provided to the Representative.
4.2 Company Counsel Matters.
4.2.1 Closing Date and Option Closing Date Opinions of Counsel. On the Closing Date and the Option Closing Date, if any, the Representative shall have received the favorable opinion and negative assurance statements of Mitchell Silberberg & Knupp LLP and the opinion of Ogier (Cayman) LLP, dated the Closing Date or the Option Closing Date, as the case may be, addressed to the Representative as representative for the several Underwriters and in form and substance reasonably satisfactory to the Representative and EGS.
4.2.2 Reliance. In rendering such opinions, such counsels may rely as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to the Representative’s counsel if requested.
4.3 Comfort Letter. At the time this Agreement is executed, and at the Closing Date and Option Closing Date, if any, the Representative shall have received a letter, addressed to the Representative as representative for the several Underwriters and in form and substance satisfactory in all respects (including the non-material nature of the changes or decreases, if any, referred to in Section 4.3.3 below) to the Representative from CBIZ dated, respectively, as of the date of this Agreement and as of the Closing Date and Option Closing Date, if any:
4.3.1 Confirming that they are independent accountants with respect to the Company within the meaning of the Act and the applicable Regulations and that they have not, during the periods covered by the financial statements included in the Registration Statement, Preliminary Prospectus, Statutory Prospectus and the Prospectus, provided to the Company any non-audit services, as such term is used in Section 10A(g) of the Exchange Act;
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4.3.2 Stating that in their opinion the financial statements of the Company included in the Registration Statement, the Statutory Prospectus and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Act and the published Regulations thereunder;
4.3.3 Stating that, on the basis of their review, which included a reading of the latest available unaudited interim financial statements of the Company (with an indication of the date of the latest available unaudited interim financial statements), a reading of the latest available minutes of the shareholders and Board of Directors and the various committees of the Board of Directors, consultations with officers and other employees of the Company responsible for financial and accounting matters and other specified procedures and inquiries, nothing has come to their attention that would lead them to believe that (a) the unaudited financial statements of the Company included in the Registration Statement, the Statutory Prospectus and the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Act and the Regulations or are not fairly presented in conformity with GAAP applied on a basis substantially consistent with that of the audited financial statements of the Company included in the Registration Statement, the Statutory Prospectus and the Prospectus, or (b) at a date immediately prior to the Effective Date, Closing Date or Option Closing Date, as the case may be, there was any change in the share capital or long-term debt of the Company, or any decrease in the shareholders’ equity of the Company as compared with amounts shown in the March 31, 2025 balance sheet included in the Registration Statement, the Statutory Prospectus and the Prospectus, other than as set forth in or contemplated by the Registration Statement, the Statutory Prospectus and the Prospectus or, if there was any decrease, setting forth the amount of such decrease, and (c) during the period from March 31, 2025 to a specified date immediately prior to the Effective Date, Closing Date or Option Closing Date, as the case may be, there were any changes in revenues, net earnings (losses) or net earnings (losses) per Ordinary Share, in each case as compared with the Statement of Operations for the period from December 18, 2024 (inception) through March 31, 2025 included in the Registration Statement, the Statutory Prospectus and the Prospectus, or, if there was any such change, setting forth the amount of such change;
4.3.4 Setting forth, at a date not later than five (5) days prior to the Effective Date, the amount of liabilities of the Company (including a break-down of commercial papers and notes payable to banks);
4.3.5 Stating that they have compared specific dollar amounts, numbers of shares, percentages of revenues and earnings, statements and other financial information pertaining to the Company set forth in the Registration Statement, the Statutory Prospectus and the Prospectus in each case to the extent that such amounts, numbers, percentages, statements and information may be derived from the general accounting records, including work sheets, of the Company and excluding any questions requiring an interpretation by legal counsel, with the results obtained from the application of specified readings, inquiries and other appropriate procedures (which procedures do not constitute an examination in accordance with generally accepted auditing standards) set forth in the letter and found them to be in agreement;
4.3.6 Stating that they have not, since the Company’s incorporation, brought to the attention of the Company’s management any reportable condition related to internal structure, design or operation as defined in the Statement on Auditing Standards No. 60 “Communication of Internal Control Structure Related Matters Noted in an Audit,” in the Company’s internal controls; and
4.3.7 Statements as to such other matters incident to the transaction contemplated hereby as the Representative or its counsel may reasonably request, including: (i) that CBIZ is registered with the Public Company Accounting Oversight Board; (ii) that CBIZ has sufficient assets and insurance to pay for any liability incurred by it relating to providing the letter; and (iii) that CBIZ is not insolvent.
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4.4 Officers’ Certificates.
4.4.1 Officers’ Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer and by the Chief Financial Officer (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be, respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be, and that the conditions set forth in Section 4 hereof have been satisfied as of such date and that, as of Closing Date and the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers of the Company (in their capacities as such) as the Representative may reasonably request.
4.4.2 Director’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by a Director of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying (i) that the Charter Document are true and complete, have not been modified and are in full force and effect, (ii) that the resolutions of the Company’s Board of Directors relating to the public offering contemplated by this Agreement are in full force and effect and have not been modified, (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission, (iv) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Nasdaq and (v) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
4.5 No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, threatened by the Commission, and (iv) the Registration Statement, the Statutory Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Statutory Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
4.6 Delivery of Agreements. On the Effective Date, the Company shall have delivered to the Representative executed copies of the Transaction Documents.
4.7 Placement Units. On the Closing Date and the Option Closing Date, as applicable, the Placement Units have been purchased as provided for in the Purchase Agreements and the requisite portion of the purchase price for such securities specified herein and therein shall be deposited into the Trust Account.
- Indemnification and Contribution.
5.1 Indemnification.
5.1.1 Indemnification of the Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates and their respective partners, members, directors, officers, employees and agents, and each person, if any, who controls each Underwriter or any affiliate within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows:
(a) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, Statutory Prospectus, any Testing-the-Waters Communication or the Prospectus (or any amendment or supplement to the foregoing), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading;
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(b) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental authority, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 5.1(c)) any such settlement is effected with the written consent of the Company, which consent shall not unreasonably be delayed, conditioned or withheld; and
(c) against any and all expense whatsoever, as reasonably incurred (including the fees and disbursements of counsel), in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental authority, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission (whether or not a party), to the extent that any such expense is not paid under (a) or (b) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made solely in reliance upon and in conformity with the Underwriters’ Information.
5.1.2 Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 5.1.1, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Statutory Prospectus, any Testing-the-Waters Communication or the Prospectus (or any amendment or supplement to the foregoing), solely in reliance upon and in conformity with the Underwriters’ Information.
5.1.3 Notifications and Other Indemnification Procedures. Any party that proposes to assert the right to be indemnified under this Section 5.1 will, promptly after receipt of notice of commencement of any action against such party in respect of which a claim is to be made against an indemnifying party or parties under this Section 5.1, notify each such indemnifying party of the commencement of such action, enclosing a copy of all papers served, but the omission so to notify such indemnifying party will not relieve the indemnifying party from (i) any liability that it might have to any indemnified party otherwise than under this Section 5.1 and (ii) any liability that it may have to any indemnified party under the foregoing provision of this Section 5.1 unless, and only to the extent that, such omission results in the forfeiture of substantive rights or defenses by the indemnifying party. If any such action is brought against any indemnified party and it notifies the indemnifying party of its commencement, the indemnifying party will be entitled to participate in and, to the extent that it elects by delivering written notice to the indemnified party promptly after receiving notice of the commencement of the action from the indemnified party, jointly with any other indemnifying party similarly notified, to assume the defense of, the action, with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to the indemnified party of its election to assume the defense, the indemnifying party will not be liable to the indemnified party for any other legal expenses except as provided below and except for the reasonable costs of investigation subsequently incurred by the indemnified party in connection with the defense. The indemnified party will have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel will be at the expense of such indemnified party unless (A) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party, (B) the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, (C) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of the indemnified party) or (D) the indemnifying party has not in fact employed counsel to assume the defense of such action or counsel reasonably satisfactory to the indemnified party, in each case, within a reasonable time after receiving notice of the commencement of the action; in each of which cases the reasonable fees, disbursements and other charges of counsel will be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction (plus local counsel) at any one time for all such indemnified party or parties. All such fees, disbursements and other charges will be reimbursed by the indemnifying party promptly as they are incurred. An indemnifying party will not, in any event, be liable for any settlement of any action or claim effected without its written consent. No indemnifying party shall, without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this Section 5 (whether or not any indemnified party is a party thereto), unless such settlement, compromise or consent (x) includes an express and unconditional release of each indemnified party, in form and substance reasonably satisfactory to such indemnified party, from all liability arising out of such litigation, investigation, proceeding or claim and (y) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.
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5.1.4 Settlement Without Consent if Failure to Reimburse. If an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 5.1.1(b) effected without its written consent if (i) such settlement is entered into more than forty-five (45) days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least thirty (30) days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
5.2 Contribution. In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in the foregoing paragraphs of Section 5.1 is applicable in accordance with its terms but for any reason is held to be unavailable or insufficient from the Company or the Underwriters, the Company and the Underwriters will contribute to the total losses, claims, liabilities, expenses and damages (including any investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) to which any indemnified party may be subject in such proportion as shall be appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other hand. The relative benefits received by the Company on the one hand and the Underwriters on the other hand shall be deemed to be in the same proportion as the total net proceeds from the sale of the Units (before deducting expenses) received by the Company bear to the total compensation received by the Underwriters (before deducting expenses) from the sale of Units on behalf of the Company. If, but only if, the allocation provided by the foregoing sentence is not permitted by applicable law, the allocation of contribution shall be made in such proportion as is appropriate to reflect not only the relative benefits referred to in the foregoing sentence but also the relative fault of the Company, on the one hand, and the Underwriters, on the other hand, with respect to the statements or omission that resulted in such loss, claim, liability, expense or damage, or action in respect thereof, as well as any other relevant equitable considerations with respect to such offering. Such relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or the Underwriters, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contributions pursuant to this Section 5.2 were to be determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to herein. The amount paid or payable by an indemnified party as a result of the loss, claim, liability, expense or damage, or action in respect thereof, referred to above in this Section 5.2 shall be deemed to include, for the purpose of this Section 5.2, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim to the extent consistent with Section 5.1.3. Notwithstanding the foregoing provisions of Section 5.1 and this Section 5.2, the Underwriters shall not be required to contribute any amount in excess of the commissions actually received by it under this Agreement and no person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 5.2, any person who controls a party to this Agreement within the meaning of the Securities Act, any affiliates of the respective Underwriters and any officers, directors, partners, employees or agents of the Underwriters or their respective affiliates, will have the same rights to contribution as that party, and each director of the Company and each officer of the Company who signed the Registration Statement will have the same rights to contribution as the Company, subject in each case to the provisions hereof. Any party entitled to contribution, promptly after receipt of notice of commencement of any action against such party in respect of which a claim for contribution may be made under this Section 5.2, will notify any such party or parties from whom contribution may be sought, but the omission to so notify will not relieve that party or parties from whom contribution may be sought from any other obligation it or they may have under this Section 5.2 except to the extent that the failure to so notify such other party materially prejudiced the substantive rights or defenses of the party from whom contribution is sought. Except for a settlement entered into pursuant to the last sentence of Section 5.1.3, no party will be liable for contribution with respect to any action or claim settled without its written consent if such consent is required pursuant to Section 5.1.3.
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- Default by an Underwriter.
6.1 Default Not Exceeding 10% of Firm Units. If any Underwriter or Underwriters shall default in its or their obligations to purchase the Firm Units and if the number of the Firm Units with respect to which such default relates does not exceed in the aggregate 10% of the number of Firm Units that all Underwriters have agreed to purchase hereunder, then such Firm Units to which the default relates shall be purchased by the non-defaulting Underwriters in proportion to their respective commitments hereunder.
6.2 Default Exceeding 10% of Firm Units. In the event that the default addressed in Section 6.1 above relates to more than 10% of the Firm Units, the Representative may, in its discretion, arrange for it or for another party or parties to purchase such Firm Units to which such default relates on the terms contained herein. If within one (1) Business Day after such default relating to more than 10% of the Firm Units the Representative do not arrange for the purchase of such Firm Units, then the Company shall be entitled to a further period of one (1) Business Day within which to procure another party or parties satisfactory to the Representative to purchase said Firm Units on such terms. In the event that neither the Representative nor the Company arrange for the purchase of the Firm Units to which a default relates as provided in this Section 6, this Agreement may be terminated by the Representative or the Company without liability on the part of the Company (except as provided in Sections 3.9, 5, and 9.3 hereof) or the several Underwriters (except as provided in Section 5 hereof); provided that nothing herein shall relieve a defaulting Underwriter of its liability, if any, to the other several Underwriters and to the Company for damages occasioned by its default hereunder.
6.3 Postponement of Closing Date. In the event that the Firm Units to which the default relates are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representative or the Company shall have the right to postpone the Closing Date for a reasonable period, but not in any event exceeding five (5) Business Days, in order to effect whatever changes may thereby be made necessary in the Registration Statement and/or the Prospectus, as the case may be, or in any other documents and arrangements, and the Company agrees to file promptly any amendment to, or to supplement, the Registration Statement and/or the Prospectus, as the case may be, that in the reasonable opinion of counsel for the Underwriters may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 6 with like effect as if it had originally been a party to this Agreement with respect to such securities.
- Additional Covenants.
7.1 Additional Shares or Options. The Company hereby agrees that until the consummation of the initial Business Combination, it shall not issue any Ordinary Shares or any options or other securities convertible into Ordinary Shares, or any preferred shares or other securities of the Company which participate in any manner in the Trust Account or which vote as a class with the Ordinary Shares on the Business Combination.
7.2 Trust Account Waiver Acknowledgments. The payments payable by the Company as set forth in the service agreements with vendors and service providers has been or is expected to be paid off by the Company upon or promptly following the closing of the Offering. To the extent that (i) any remaining payments payable in excess of $50,000 in aggregate are in existence 4 business days following the Closing or (ii) the Company shall incur additional payments under existing service agreements following the Closing, the Company will use reasonable best efforts to obtain trust waivers from current vendors and service providers. The Company hereby agrees that it will use its reasonable best efforts prior to commencing its due diligence investigation of any prospective Target Business or obtaining the services of any vendor to have such Target Business and/or vendor acknowledge in writing whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $100,000,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Shareholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only (i) to the Public Shareholders in the event they elect to redeem Ordinary Shares contained in the Public Securities in connection with the consummation of the initial Business Combination, (ii) to the Public Shareholders if the Company fails to consummate the initial Business Combination within the time period set forth in the Charter Document, (iii) to the Public Shareholders in connection with a shareholder vote to amend the Charter Document to modify the substance or timing of the Company’s obligation to redeem 100% of the Ordinary Shares included in the Public Securities if the Company has not consummated the initial Business Combination within the period of time provided in the Charter Document or with respect to any other material provisions relating to the rights of holder of Class A ordinary shares or pre- Business Combination activity; or (iv) to the Company after or concurrently with the consummation of the initial Business Combination and (b) for and in consideration of the Company (i) agreeing to evaluate such Target Business for purposes of consummating the initial Business Combination with it or (ii) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibits A and B, respectively. The Company may forego obtaining such waivers only if the Company shall have received the approval of its Chief Executive Officer and the approving vote of at least a majority of its Board of Directors.
27
7.3 Insider Letter. The Company shall not take any action or omit to take any action which would cause a breach of the Insider Letter and will not allow any amendments to, or waivers of, such Insider Letter without the prior written consent of the Representative, which consent shall not be unreasonably delayed, conditioned or withheld by the Representative.
7.4 Rule 419. The Company agrees that it will use commercially reasonable efforts to prevent the Company from becoming subject to Rule 419 under the Act prior to the consummation of any Business Combination, including but not limited to using its commercially reasonable efforts to prevent any of the Company’s outstanding securities from being deemed to be a “penny stock” as defined in Rule 3a-51-1 under the Exchange Act during such period.
7.5 Tender Offer Documents, Proxy Materials and Other Information. The Company shall provide to the Representative or their counsel (if so instructed by the Representative) with 10 copies of all tender offer documents or proxy information and all related material filed with the Commission in connection with the initial Business Combination concurrently with such filing with the Commission. Documents filed with the Commission pursuant to its EDGAR system shall be deemed to have been provided to the Representative pursuant to this Section. In addition, the Company shall furnish any other state in which its initial public offering was registered, such information as may be requested by such state.
7.6 Emerging Growth Company. The Company shall promptly notify the Representative if the Company ceases to be an Emerging Growth Company at any time prior to the completion of the distribution of the Public Securities within the meaning of the Act.
7.7 Target Fair Market Value. The Company agrees that the Target Business that it acquires must have a fair market value equal to at least 80% of the balance in the Trust Account at the time of signing the definitive agreement for the Business Combination with such Target Business (excluding taxes payable). The fair market value of such business must be determined by the Board of Directors of the Company based upon standards generally accepted by the financial community, such as actual and potential sales, earnings, cash flow and book value. If the Board of Directors of the Company is not able to independently determine that the target business meets such fair market value requirement, the Company will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. The Company is not required to obtain an opinion as to the fair market value if the Company’s Board of Directors independently determines that the Target Business does have sufficient fair market value.
Representations and Agreements to Survive Delivery. Except as the context otherwise requires, all representations, warranties and agreements contained in this Agreement shall be deemed to be representations, warranties and agreements as of the Closing Date or the Option Closing Date, if any, and such representations, warranties and agreements of the Underwriters and the Company, including the indemnity agreements contained in Section 5 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Underwriters, the Company or any Controlling Person, and shall survive termination of this Agreement or the issuance and delivery of the Public Securities to the Underwriters until the earlier of the expiration of any applicable statute of limitations and the seventh (7th) anniversary of the later of the Closing Date or the Option Closing Date, if any, at which time the representations, warranties and agreements shall terminate and be of no further force and effect.
28
Effective Date of This Agreement and Termination Thereof.
9.1 Effective Date. This Agreement shall become effective on the Effective Date at the time the Registration Statement is declared effective by the Commission.
9.2 Termination. The Representative shall have the right to terminate this Agreement at any time prior to the Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s opinion will in the immediate future materially disrupt, general securities markets in the United States, or (ii) if trading on the New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA or by order of the Commission or any other government authority having jurisdiction, or (iii) if the United States shall have become involved in a new war or an increase in existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in the Representative’s sole opinion, make it inadvisable to proceed with the delivery of the Units, or (vii) if the Company is in material breach of any of its representations, warranties or covenants hereunder, or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public Securities.
9.3 Expenses. In the event that this Agreement shall not be carried out for any reason whatsoever, except as a result of the any Underwriters’ breach or default with respect to any of its material obligations pursuant to this Agreement or with respect to a termination pursuant to Section 9.2(i) to (vi) hereof, within the time specified herein or any extensions thereof pursuant to the terms herein, (i) the obligations of the Company to pay the out of pocket expenses related to the transactions contemplated herein shall be governed by Section 3.9 hereof, and (ii) the Company shall reimburse the Representative for any costs and expenses incurred in connection with enforcing any provisions of this Agreement.
9.4 Indemnification. Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.
- Miscellaneous.
10.1 Notices. All communications hereunder, except as herein otherwise specifically provided, shall be in writing and shall be mailed, delivered by hand or reputable overnight courier or delivered by electronic transmission and confirmed and shall be deemed given when so emailed or delivered or if mailed, two days after such mailing.
29
If to the Representative:
Maxim Group LLC
300 Park Avenue, 16th Floor
New York, NY 10022
Attn: James Siegel, General Counsel
Email: [●]
Copy (which copy shall not constitute notice) to:
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, NY 10105
Attn: Barry Grossman, Esq.
Email: [●]
If to the Company:
NMP Acquisition Corp.
555 Bryant Street, No. 590
Palo Alto, CA 94301
Attn: Melanie Figueroa
Email: [●]
Copy (which copy shall not constitute notice) to:
Mitchell Silberberg & Knupp LLP
437 Madison Ave., 25th Floor
New York, NY 10022
Attn: Blake Baron, Esq.
Email: [●]
10.2 Headings. The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning or interpretation of any of the terms or provisions of this Agreement.
10.3 Amendment. This Agreement may only be amended by a written instrument executed by each of the parties hereto.
10.4 Entire Agreement. This Agreement (together with the other agreements and documents being delivered pursuant to or in connection with this Agreement) constitute the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and supersede all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.
10.5 Binding Effect. This Agreement shall inure solely to the benefit of and shall be binding upon the Representative, the Underwriters, the Selected Dealers, the Company and the Controlling Persons, directors, agents, partners, members, employees and officers referred to in Section 5 hereof, and their respective successors, legal representatives and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Agreement or any provisions herein contained. The term “successors and assigns” shall not include a purchaser, in its capacity as such, of securities from the Underwriters.
10.6 Waiver of Immunity. To the extent that the Company may be entitled in any jurisdiction in which judicial proceedings may at any time be commenced hereunder, to claim for itself or its revenues or assets any immunity, including sovereign immunity, from suit, jurisdiction, attachment in aid of execution of a judgment or prior to a judgment, execution of a judgment or any other legal process with respect to its obligations hereunder and to the extent that in any such jurisdiction there may be attributed to the Company such an immunity (whether or not claimed), the Company hereby irrevocably agrees not to claim and irrevocably waives such immunity to the maximum extent permitted by law.
30
10.7 Submission to Jurisdiction. Each of the Company and the Representative irrevocably submit to the nonexclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement, the Registration Statement, the Statutory Prospectus and the Prospectus or the offering of the Securities. Each of the Company and the Representative irrevocably waives, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any such process or summons to be served upon the Company or the Representative may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 10.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative in any action, proceeding or claim. Each of the Company and the Representative waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this Agreement may be instituted by the Underwriters in any competent court. The Company agrees that prevailing party(ies) in any such action shall be entitled to recover all of their reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor if any of them are the prevailing party in such action or proceeding.
10.8 Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
10.9 Execution in Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement, and shall become effective when one or more counterparts has been signed by each of the parties hereto and delivered to each of the other parties hereto. Delivery of a signed counterpart of this Agreement by facsimile or email/pdf transmission shall constitute valid and sufficient delivery thereof.
10.10 Waiver. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.
10.11 No Fiduciary Relationship. The Company acknowledges and agrees that (i) the purchase and sale of the Units pursuant to this Agreement is an arm’s-length commercial transaction pursuant to a contractual relationship between the Company and the Underwriters, (ii) in connection therewith and with the process leading to such transaction, each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) the Underwriters have not assumed an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have advised or are currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement, (iv) in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of this offering of the Company’s securities, either before or after the date hereof and (v) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. The Company and the Underwriters agree that they are each responsible for making their own independent judgment with respect to any such transactions, and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.
[Remainder of page intentionally left blank]
31
If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us.
| Very truly yours, | |
|---|---|
| NMP ACQUISITION CORP. | |
| By: | /s/ Melanie Figueroa |
| Name: | Melanie Figueroa |
| Title: | Chief Executive Officer and Director |
Accepted on the date first above written.
MAXIM GROUP LLC
as Representative of the Underwriters
| By: | /s/ Lawrence Glassberg |
|---|---|
| Name: | Lawrence Glassberg |
| Title: | Executive Managing Director and Co-Head of Investment Banking |
[Signature page to Underwriting Agreement]
32
SCHEDULE A
NMP ACQUISITION CORP.
10,000,000 Units
| Underwriter | Number of<br><br> Firm Units<br><br> to be<br><br> Purchased | |
|---|---|---|
| Maxim Group LLC | 10,000,000 | |
| TOTAL | 10,000,000 |
33
SCHEDULE B
None.
34
EXHIBIT A
FORM OF TARGET BUSINESS LETTER
NMP ACQUISITION CORP.
Ladies and Gentlemen:
Reference is made to the Final Prospectus of NMP ACQUISITION CORP. (the “Company”), dated as of June 30, 2025 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus.
We have read the Prospectus and understand that the Company has established the Trust Account, initially in an amount of at least $100,000,000 for the benefit of the Public Shareholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders in the event they elect to redeem their public shares in connection with the consummation of the initial Business Combination, (ii) to the Public Shareholders if the Company fails to consummate the initial Business Combination within the required time period set forth in its Charter Document, as amended from time to time, (iii) to the Public Shareholders in connection with a shareholder vote to amend the Charter Document to modify the substance or timing of the Company’s obligation to redeem 100% of the Ordinary Shares included in the Public Securities if the Company has not consummated the initial Business Combination within the period of time provided in the Charter Document or with respect to any other material provisions relating to the rights of holders of Class A ordinary shares or pre- Business Combination activity; or (iv) to the Company after or concurrently with the consummation of the initial Business Combination.
For and in consideration of the Company agreeing to evaluate the undersigned for purposes of consummating the initial Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (each, a “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever.
| Print Name of Target Business |
|---|
| Authorized Signature of Target Business |
EXHIBIT B
FORM OF VENDOR LETTER
NMP ACQUISITION CORP.
Ladies and Gentlemen:
Reference is made to the Final Prospectus of NMP ACQUISITION CORP. (the “Company”), dated as of June 30, 2025 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus.
We have read the Prospectus and understand that the Company has established the Trust Account, initially in an amount of at least $100,000,000 for the benefit of the Public Shareholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Shareholders in the event they elect to redeem their public shares in connection with the consummation of the initial Business Combination, (ii) to the Public Shareholders if the Company fails to consummate the initial Business Combination within the required time period set forth in its Charter Document, as amended from time to time, (iii) to the Public Shareholders in connection with a shareholder vote to amend the Charter Document to modify the substance or timing of the Company’s obligation to redeem 100% of the Ordinary Shares included in the Public Securities if the Company has not consummated the initial Business Combination within the period of time provided in the Charter Document or with respect to any other material provisions relating to the rights of holders of Class A ordinary shares or pre- Business Combination activity; or (iv) to the Company after or concurrently with the consummation of the initial Business Combination.
For and in consideration of the Company agreeing to engage the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (each, a “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any services provided to the Company and will not seek recourse against the Trust Account for any reason whatsoever.
| Print Name of Vendor | |
|---|---|
| Authorized Signature of Vendor | |
| Exhibit 3.1<br><br> <br><br><br> <br><br><br> <br>Companies Act (Revised)<br><br> of the Cayman Islands<br><br> <br><br><br> <br>Company Limited by Shares<br><br> <br>**** | |
| --- | --- |
| AMENDED AND RESTATED<br><br> memorandum of association<br><br> OF<br><br> NMP ACQUISITION CORP.<br><br> <br><br><br> <br>(Adopted<br> by special resolution passed on 30 June 2025) |
Companies Act (Revised)
of the Cayman Islands
Company Limited by Shares
Amended and Restated Memorandum of Association
of
NMP ACQUISITION CORP.
(Adopted by special resolution passed on 30 June 2025)
| 1 | The name of the Company is NMP Acquisition Corp.. |
|---|---|
| 2 | The registered office of the Company shall be at the offices of Ogier Global (Cayman) Limited, 89 Nexus<br>Way, Camana Bay, Grand Cayman KY1-9009, Cayman Islands, or at such other place within the Cayman Islands as the Directors may decide. |
| --- | --- |
| 3 | The objects for which the Company is established are unrestricted and the Company shall have full power<br>and authority to carry out any object not prohibited by the laws of the Cayman Islands. |
| --- | --- |
| 4 | The liability of each Member is limited to the amount, if any, unpaid on such Member’s shares. |
| --- | --- |
| 5 | The share capital of the Company is US$55,500 divided into 500,000,000 Class A ordinary shares of a par<br>value of US$0.0001 each, 50,000,000 Class B ordinary shares of a par value of US$0.0001 each and 5,000,000 preference shares of a par<br>value of US$0.0001 each, provided always that, subject to the Statute and the Company’s articles of association, the Company has the power<br>to do any one or more of the following: |
| --- | --- |
| (a) | to redeem or repurchase any of its shares; and |
| --- | --- |
| (b) | to increase or reduce its capital; and |
| --- | --- |
| (c) | to issue any part of its capital (whether original, redeemed, increased or reduced): |
| --- | --- |
| (i) | with or without any preferential, deferred, qualified or special rights, privileges or conditions; or |
| --- | --- |
| (ii) | subject to any limitations or restrictions, |
| --- | --- |
and unless the condition of issue expressly declares otherwise, every issue of shares (whether declared to be ordinary, preference or otherwise) is subject to this power; or
| (d) | to alter any of those rights, privileges, conditions, limitations or restrictions. |
|---|---|
| 6 | The Company has power to register by way of continuation as a body corporate limited by shares under the<br>laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands. |
| --- | --- |
| 7 | Capitalised terms that are not defined in this Amended and Restated Memorandum of Association bear the<br>respective meanings given to them in the Amended and Restated Articles of Association of the Company. |
| --- | --- |
| Companies Act (Revised)<br><br> of the Cayman Islands<br><br> <br><br><br> <br>Company Limited by Shares<br><br> <br>**** | |
| --- | --- |
| <br> Amended and Restated<br><br> Articles of Association<br><br> OF<br><br> NMP ACQUISITION CORP.<br><br> <br><br><br> <br>(Adopted by special resolution passed on 30 June<br> 2025) |
CONTENTS
| 1 | Interpretation | 1 |
|---|---|---|
| 2 | Commencement of Business | 8 |
| 3 | Issue of Shares and other<br> Securities | 8 |
| 4 | Register of Members | 9 |
| 5 | Closing Register of Members<br> or Fixing Record Date | 9 |
| 6 | Certificates for Shares | 10 |
| 7 | Transfer of Shares | 10 |
| 8 | Redemption, Repurchase and<br> Surrender of Shares | 11 |
| 9 | Treasury Shares | 12 |
| 10 | Variation of Rights of Shares | 12 |
| 11 | Commission on Sale of Shares | 12 |
| 12 | Non-Recognition of Trusts | 13 |
| 13 | Lien on Shares | 13 |
| 14 | Calls on Shares | 13 |
| 15 | Forfeiture of Shares | 14 |
| 16 | Transmission of Shares | 15 |
| 17 | Class B Share Conversion | 16 |
| 18 | Amendments of Memorandum and<br> Articles and Alteration of Capital | 17 |
| 19 | Offices and Places of Business | 18 |
| 20 | General Meetings | 18 |
| 21 | Notice of General Meetings | 19 |
| 22 | Advance Notice for Business | 19 |
| 23 | Proceedings at General Meetings | 20 |
| 24 | Votes of Members | 22 |
| 25 | Proxies | 22 |
| 26 | Corporate Members | 23 |
| 27 | Shares that may not be Voted | 24 |
| 28 | Directors | 24 |
| 29 | Powers of Directors | 24 |
| 30 | Appointment and Removal of<br> Directors | 25 |
| 31 | Vacation of Office of Director | 25 |
| 32 | Proceedings of Directors | 25 |
| 33 | Presumption of Assent | 27 |
| 34 | Directors’ Interests | 27 |
i
| 35 | Minutes | 28 |
|---|---|---|
| 36 | Delegation<br> of Directors’ Powers | 28 |
| 37 | No<br> Minimum Shareholding | 29 |
| 38 | Remuneration<br> of Directors | 29 |
| 39 | Seal | 30 |
| 40 | Dividends,<br> Distributions and Reserve | 30 |
| 41 | Capitalisation | 31 |
| 42 | Books<br> of Account | 32 |
| 43 | Audit | 32 |
| 44 | Notices | 33 |
| 45 | Winding<br> Up | 35 |
| 46 | Indemnity<br> and Insurance | 35 |
| 47 | Financial<br> Year | 36 |
| 48 | Transfer<br> by Way of Continuation | 36 |
| 49 | Mergers<br> and Consolidations | 37 |
| 50 | Business<br> Combination | 37 |
| 51 | Certain<br> Tax Filings | 40 |
| 52 | Business<br> Opportunities | 40 |
| 53 | Exclusive<br> Jurisdiction | 41 |
ii
Companies Act (Revised)
of the Cayman Islands
Company Limited by Shares
Amended and Restated Articles of Association
of
NMP Acquisition Corp.
(Adopted by special resolution passed on 30 June 2025)
| 1 | Interpretation |
|---|---|
| 1.1 | In the Articles Table A in the First Schedule to the Statute does not apply and, unless there is something<br>in the subject or context inconsistent therewith: |
| --- | --- |
| Affiliate | in respect of a person, means any other person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person, and (a) in the case of a natural person, shall include, without limitation, such person’s spouse, parents, children, siblings, mother-in-law and father-in-law and brothers and sisters-in-law, whether by blood, marriage or adoption or anyone residing in such person’s home, a trust for the benefit of any of the foregoing, a company, partnership or any natural person or entity wholly or jointly owned by any of the foregoing and (b) in the case of an entity, shall include a partnership, a corporation or any natural person or entity which directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity. |
| --- | --- |
| Applicable Law | means, with respect to any person, all provisions of laws, statutes, ordinances, rules, regulations, permits, certificates, judgments, decisions, decrees or orders of any governmental authority applicable to such person. |
| Articles | means these amended and restated articles of association of the Company. |
1
| Audit Committee | means the audit committee of the board of Directors of the Company established pursuant to the Articles, or any successor committee. |
|---|---|
| Auditor | means the person for the time being performing the duties of auditor of the Company (if any). |
| Business Combination | means a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganisation or similar business combination involving the Company, with one or more businesses or entities (the target business), which Business Combination: (a) as long as the securities of the Company are listed on a Designated Stock Exchange, must occur with one or more target businesses that together have an aggregate fair market value of at least eighty per cent (80%) of the assets held in the Trust Account (excluding the taxes payable on the interest earned on the Trust Account) at the time of the signing of the definitive agreement to enter into such Business Combination; and (b) must not be solely effectuated with another blank cheque company or a similar company with nominal operations. |
| business day | means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorised or obligated by law to close in New York City. |
| Cause | means a conviction for a criminal offence involving dishonesty or engaging in conduct which brings a Director or the Company into disrepute or which results in a material financial detriment to the Company. |
| Clearing House | means a clearing house recognised by the laws of the jurisdiction in which the Shares (or depositary receipts therefor) are listed or quoted on a stock exchange or interdealer quotation system in such jurisdiction. |
| Class A Share | means a Class A ordinary share of a par value of US$0.0001 in the share capital of the Company. |
| Class B Share | means a Class B ordinary share of a par value of US$0.0001 in the share capital of the Company. |
2
| Company | means the above named company. |
|---|---|
| Company’s Website | means the website of the Company and/or its web-address or domain name, if any. |
| Compensation Committee | means the compensation committee of the board of Directors of the Company established pursuant to the Articles, or any successor committee. |
| Completion Window | means the period of time:<br><br> <br><br><br> <br>(a) <br>commencing on, and including, the closing date of the IPO; and<br><br> <br><br><br> <br>(b) <br> ending on the date that is eighteen (18) months after the closing date of the IPO or such earlier date as the Directors may approve<br> in accordance with the Articles or such later date as the Members may approve in accordance with the Articles. |
| Designated Stock Exchange | means any United States national securities exchange on which the securities of the Company are listed for trading, including, but not limited to, The Nasdaq Stock Market LLC, the NYSE MKT LLC, the New York Stock Exchange LLC or any over-the-counter (OTC) market. |
| Directors | means the directors for the time being of the Company. |
| Dividend | means any dividend (whether interim or final) resolved to be paid on Shares pursuant to the Articles. |
| Electronic Communication | means a communication sent by electronic means, including electronic posting to the Company’s Website, transmission to any number, address or internet website (including the website of the Securities and Exchange Commission) or other electronic delivery methods as otherwise decided and approved by the Directors. |
| Electronic Record | has the same meaning as in the Electronic Transactions Act. |
| Electronic Transactions Act | means the Electronic Transactions Act (Revised) of the Cayman Islands. |
3
| Equity-linked Securities | means any debt or equity securities that are convertible, exercisable or exchangeable for Class A Shares issued in a financing transaction in connection with a Business Combination, including but not limited to a private placement of equity or debt. |
|---|---|
| Exchange Act | means the United States Securities Exchange Act of 1934, as amended, or any similar U.S. federal statute and the rules and regulations of the Securities and Exchange Commission thereunder, all as the same shall be in effect at the time. |
| Founders | means all Members immediately prior to the consummation of the IPO. |
| Independent Director | has the same meaning as in the rules and regulations of the Designated Stock Exchange or in Rule 10A-3 under the Exchange Act, as the case may be. |
| IPO | means the Company’s initial public offering of securities. |
| Member | has the same meaning as in the Statute. |
| Memorandum | means the amended and restated memorandum of association of the Company. |
| Nominating and Corporate Governance Committee | means any nominating and corporate governance committee of the board of Directors of the Company established pursuant to the Articles, or any successor committee. |
| Officer | means a person appointed to hold an office in the Company. |
4
| Ordinary Resolution | means a resolution:<br><br> <br><br><br> <br>(a) <br> passed by a simple majority of such Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a<br> general meeting of the Company and where a poll is taken regard shall be had in computing a majority to the number of votes to which<br> each Member is entitled; or<br><br> <br><br><br> <br>(b) approved in writing by all of the Members entitled to vote on such matter at a general meeting of the Company (or such lower threshold<br>as may be allowed under the Statute from time to time). |
|---|---|
| Ordinary Shares | means Class A Shares and Class B Shares, collectively. |
| Over-Allotment Option | means the option of the Underwriters to purchase up to an additional fifteen per cent (15%) of the firm units (as described in the Articles) issued in the IPO at a price equal to US$10 per unit, less underwriting discounts and commissions. |
| Permitted Withdrawals | means the amounts withdrawn from the Trust Account (i) to fund the Company’s working capital requirements, which amount shall be subject to a limit of US$300,000, in the aggregate, of the interest earned on the funds held in the Trust Account, and/or (ii) to pay the Company’s income and/or franchise taxes, if any, provided that all Permitted Withdrawals may only be made from interest and not from the principal held in the Trust Account. |
| Preference Share | means a preference share of a par value of US$0.0001 in the share capital of the Company. |
| Public Share | means a Class A Share issued as part of the units (as described in the Articles) issued in the IPO. |
| Redemption Notice | means a notice in a form approved by the Directors by which a holder of Public Shares is entitled to require the Company to redeem its Public Shares, subject to any conditions contained therein. |
| Register of Members | means the Register of Members maintained in accordance with the Statute and includes (except where otherwise stated) any branch or duplicate Register of Members. |
| Registered Office | means the registered office for the time being of the Company. |
| Representative | means a representative of the Underwriters. |
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| Seal | means the common seal of the Company and includes every duplicate seal. |
|---|---|
| Securities and Exchange Commission | means the United States Securities and Exchange Commission. |
| Share | means a Class A Share, a Class B Share or a Preference Share and includes a fraction of a share in the Company. |
| Special Resolution | means a special resolution of the Company passed<br> in accordance with the Statute, being a resolution:<br><br> <br><br><br> <br>(a) <br>passed by a majority of not less than two-thirds, other than with respect to amending either of Articles 30.1 or 48.2 (except<br>where such amendment is proposed in respect of the consummation of a Business Combination) where such majority shall be at least ninety<br>per cent (90%), of such Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting<br>of the Company of which notice specifying the intention to propose the resolution as a special resolution has been duly given and where<br>a poll is taken regard shall be had in computing a majority to the number of votes to which each Member is entitled; or<br><br> <br><br><br> <br>(b) <br> approved in writing by all of the Members entitled to vote at a general meeting of the Company (or such lower threshold as may<br> be allowed under the Statute from time to time). |
| Sponsor | means Next Move Capital LLC, a Nevada limited liability company, and its successors or assigns. |
| Statute | means the Companies Act (Revised) of the Cayman Islands. |
| Tax Filing Authorised Person | means such person as any Director shall designate from time to time, acting severally. |
| Treasury Share | means a Share held in the name of the Company as a treasury share in accordance with the Statute. |
| Trust Account | means the trust account established by the Company upon the consummation of its IPO and into which a certain amount of the net proceeds of the IPO, together with a certain amount of the proceeds of a private placement of units simultaneously with the closing date of the IPO, will be deposited. |
| --- | --- |
| Underwriter | means an underwriter of the IPO from time to time and any successor underwriter. |
6
| 1.2 | In the Articles: |
|---|---|
| (a) | words importing the singular number include the plural number and vice versa; |
| --- | --- |
| (b) | words importing the masculine gender include the feminine gender; |
| --- | --- |
| (c) | words importing persons include corporations as well as any other legal or natural person; |
| --- | --- |
| (d) | “written” and “in writing” include all modes of representing or<br>reproducing words in visible form, including in the form of an Electronic Record; |
| --- | --- |
| (e) | “shall” shall be construed as imperative and “may” shall be construed<br>as permissive; |
| --- | --- |
| (f) | references to provisions of any law or regulation shall be construed as references to those provisions<br>as amended, modified, re-enacted or replaced; |
| --- | --- |
| (g) | any phrase introduced by the terms “including”, “include”, “inparticular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding<br>those terms; |
| --- | --- |
| (h) | the term “and/or” is used herein to mean both “and” as well as “or.”<br>The use of “and/or” in certain contexts in no respects qualifies or modifies the use of the terms “and” or “or”<br>in others. The term “or” shall not be interpreted to be exclusive and the term “and” shall not be interpreted<br>to require the conjunctive (in each case, unless the context otherwise requires); |
| --- | --- |
| (i) | headings are inserted for reference only and shall be ignored in construing the Articles; |
| --- | --- |
| (j) | any requirements as to delivery under the Articles include delivery in the form of an Electronic Record; |
| --- | --- |
| (k) | any requirements as to execution or signature under the Articles including the execution of the Articles<br>themselves can be satisfied in the form of an electronic signature as defined in the Electronic Transactions Act; |
| --- | --- |
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| (l) | sections 8 and 19(3) of the Electronic Transactions Act shall not apply; |
|---|---|
| (m) | the term “clear days” in relation to the period of a notice means that period excluding<br>the day when the notice is received or deemed to be received and the day for which it is given or on which it is to take effect; and |
| --- | --- |
| (n) | the term “holder” in relation to a Share means a person whose name is entered in the<br>Register of Members as the holder of such Share. |
| --- | --- |
| 2 | Commencement of Business |
| --- | --- |
| 2.1 | The business of the Company may be commenced as soon after incorporation of the Company as the Directors<br>shall see fit. |
| --- | --- |
| 2.2 | The Directors may pay, out of the capital or any other monies of the Company, all expenses incurred in<br>or about the formation and establishment of the Company, including the expenses of registration. |
| --- | --- |
| 3 | Issue of Shares and other Securities |
| --- | --- |
| 3.1 | Subject to the provisions, if any, in the Memorandum (and to any direction that may be given by the Company<br>in general meeting) and, where applicable, the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission<br>and/or any other competent regulatory authority or otherwise under Applicable Law, and without prejudice to any rights attached to any<br>existing Shares, the Directors may allot, issue, grant options over or otherwise dispose of Shares (including fractions of a Share) with<br>or without preferred, deferred or other rights or restrictions, whether in regard to Dividends or other distributions, voting, return<br>of capital or otherwise and to such persons, at such times and on such other terms as they think proper, and may also (subject to the<br>Statute and the Articles) vary such rights, save that the Directors shall not allot, issue, grant options over or otherwise dispose of<br>Shares (including fractions of a Share) to the extent that it may affect the ability of the Company to carry out a Class B Share Conversion<br>set out in the Articles. |
| --- | --- |
| 3.2 | The Company may issue rights, options, warrants or convertible securities or securities of similar nature<br>conferring the right upon the holders thereof to subscribe for, purchase or receive any class of Shares or other securities in the Company<br>on such terms as the Directors may from time to time determine. |
| --- | --- |
| 3.3 | The Company may issue units of securities in the Company, which may be comprised of whole or fractional<br>Shares, rights, options, warrants or convertible securities or securities of similar nature conferring the right upon the holders thereof<br>to subscribe for, purchase or receive any class of Shares or other securities in the Company, upon such terms as the Directors may from<br>time to time determine. The securities comprising any such units which are issued pursuant to the IPO can only be traded separately from<br>one another on the 52nd day following the date of the prospectus relating to the IPO unless the Representative(s) determines that an earlier<br>date is acceptable, subject to the Company having filed a current report on Form 8-K with the Securities and Exchange Commission<br>and a press release announcing when such separate trading will begin. Prior to such date, the units can be traded, but the securities<br>comprising such units cannot be traded separately from one another. |
| --- | --- |
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| 3.4 | The Company shall not issue Shares to bearer. |
|---|---|
| 4 | Register of Members |
| --- | --- |
| 4.1 | The Company shall maintain or cause to be maintained the Register of Members in accordance with the Statute. |
| --- | --- |
| 4.2 | The Directors may determine that the Company shall maintain one or more branch registers of Members in<br>accordance with the Statute. The Directors may also determine which register of Members shall constitute the principal register and which<br>shall constitute the branch register or registers, and to vary such determination from time to time. |
| --- | --- |
| 5 | Closing Register of Members or Fixing Record Date |
| --- | --- |
| 5.1 | For the purpose of determining Members entitled to notice of, or to vote at any meeting of Members or<br>any adjournment thereof, or Members entitled to receive payment of any Dividend or other distribution, or in order to make a determination<br>of Members for any other purpose, the Directors may, after notice has been given by advertisement in an appointed newspaper or any other<br>newspaper or by any other means in accordance with the rules and regulations of the Designated Stock Exchange, the Securities and Exchange<br>Commission and/or any other competent regulatory authority or otherwise under Applicable Law, provide that the Register of Members shall<br>be closed for transfers for a stated period which shall not in any case exceed forty days. |
| --- | --- |
| 5.2 | In lieu of, or apart from, closing the Register of Members, the Directors may fix in advance or arrears<br>a date as the record date for any such determination of Members entitled to notice of, or to vote at any meeting of the Members or any<br>adjournment thereof, or for the purpose of determining the Members entitled to receive payment of any Dividend or other distribution,<br>or in order to make a determination of Members for any other purpose. |
| --- | --- |
| 5.3 | If the Register of Members is not so closed and no record date is fixed for the determination of Members<br>entitled to notice of, or to vote at, a meeting of Members or Members entitled to receive payment of a Dividend or other distribution,<br>the date on which notice of the meeting is sent or the date on which the resolution of the Directors resolving to pay such Dividend or<br>other distribution is passed, as the case may be, shall be the record date for such determination of Members. When a determination of<br>Members entitled to vote at any meeting of Members has been made as provided in this Article, such determination shall apply to any adjournment<br>thereof. |
| --- | --- |
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| 6 | Certificates for Shares |
|---|---|
| 6.1 | A Member shall only be entitled to a share certificate if the Directors resolve that share certificates<br>shall be issued. Share certificates representing Shares, if any, shall be in such form as the Directors may determine. Share certificates<br>shall be signed by one or more Directors or other person authorised by the Directors. The Directors may authorise certificates to be issued<br>with the authorised signature(s) affixed by mechanical process. All certificates for Shares shall be consecutively numbered or otherwise<br>identified and shall specify the Shares to which they relate. All certificates surrendered to the Company for transfer shall be cancelled<br>and, subject to the Articles, no new certificate shall be issued until the former certificate representing a like number of relevant Shares<br>shall have been surrendered and cancelled. |
| --- | --- |
| 6.2 | The Company shall not be bound to issue more than one certificate for Shares held jointly by more than<br>one person and delivery of a certificate to one joint holder shall be a sufficient delivery to all of them. |
| --- | --- |
| 6.3 | If a share certificate is defaced, worn out, lost or destroyed, it may be renewed on such terms (if any)<br>as to evidence and indemnity and on the payment of such expenses reasonably incurred by the Company in investigating evidence, as the<br>Directors may prescribe, and (in the case of defacement or wearing out) upon delivery of the old certificate. |
| --- | --- |
| 6.4 | Every share certificate sent in accordance with the Articles will be sent at the risk of the Member or<br>other person entitled to the certificate. The Company will not be responsible for any share certificate lost or delayed in the course<br>of delivery. |
| --- | --- |
| 6.5 | Share certificates shall be issued within the relevant time limit as prescribed by the Statute, if applicable,<br>or as the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory<br>authority or otherwise under Applicable Law may from time to time determine, whichever is shorter, after the allotment or, except in the<br>case of a Share transfer which the Company is for the time being entitled to refuse to register and does not register, after lodgement<br>of a Share transfer with the Company. |
| --- | --- |
| 7 | Transfer of Shares |
| --- | --- |
| 7.1 | Subject to the terms of the Articles, any Member may transfer all or any of his Shares by an instrument<br>of transfer provided that such transfer complies with the rules and regulations of the Designated Stock Exchange, the Securities and Exchange<br>Commission and/or any other competent regulatory authority or otherwise under Applicable Law. If the Shares in question were issued in<br>conjunction with rights, options, warrants or units issued pursuant to the Articles on terms that one cannot be transferred without the<br>other, the Directors shall refuse to register the transfer of any such Share without evidence satisfactory to them of the like transfer<br>of such right, option, warrant or unit. |
| --- | --- |
| 7.2 | The instrument of transfer of any Share shall be in writing in the usual or common form or in a form prescribed<br>by the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory<br>authority or otherwise under Applicable Law or in any other form<br>approved by the Directors and shall be executed by or on behalf of the transferor (and if the Directors so require, signed by or on behalf<br>of the transferee) and may be under hand or, if the transferor or transferee is a Clearing House or its nominee(s), by hand or by machine<br>imprinted signature or by such other manner of execution as the Directors may approve from time to time. The transferor shall be deemed<br>to remain the holder of a Share until the name of the transferee is entered in the Register of Members. |
| --- | --- |
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| 8 | Redemption, Repurchase and Surrender of Shares |
|---|---|
| 8.1 | Subject to the provisions of the Statute, and, where applicable, the rules and regulations of the Designated<br>Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law,<br>the Company may issue Shares that are to be redeemed or are liable to be redeemed at the option of the Member or the Company. The redemption<br>of such Shares, except Public Shares, shall be effected in such manner and upon such other terms as the Company may, by Special Resolution,<br>determine before the issue of such Shares. With respect to redeeming or repurchasing the Shares: |
| --- | --- |
| (a) | Members who hold Public Shares are entitled to request the redemption of such Shares in the circumstances<br>described in the Business Combination Article hereof; |
| --- | --- |
| (b) | Class B Shares held by the Sponsor shall be surrendered by the Sponsor for no consideration to the extent<br>that the Over-Allotment Option is not exercised in full so that the Founders will own twenty-five per cent (25%) of the Company’s<br>issued Shares after the IPO (exclusive of the Class A Shares underlying the private placement units issued in connection with the IPO<br>and any Class A Shares issued to the Representative (or its designees) as compensation in connection with the IPO); and |
| --- | --- |
| (c) | Public Shares shall be repurchased by way of tender offer in the circumstances set out in the Business<br>Combination Article hereof. |
| --- | --- |
| 8.2 | Subject to the provisions of the Statute, and, where applicable, the rules and regulations of the Designated<br>Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law,<br>the Company may purchase its own Shares (including any redeemable Shares) in such manner and on such other terms as the Directors may<br>agree with the relevant Member or in the manner set out in the Business Combination Article hereof. For the avoidance of doubt, redemptions,<br>repurchases and surrenders of Shares in the circumstances described in the Article above shall not require further approval of the Members. |
| --- | --- |
| 8.3 | The Company may make a payment in respect of the redemption or purchase of its own Shares in any manner<br>permitted by the Statute, including out of capital. |
| --- | --- |
| 8.4 | The Directors may accept the surrender for no consideration of any fully paid Share. |
| --- | --- |
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| 9 | Treasury Shares |
|---|---|
| 9.1 | The Directors may, prior to the purchase, redemption or surrender of any Share, determine that such Share<br>shall be held as a Treasury Share. |
| --- | --- |
| 9.2 | The Directors may determine to cancel a Treasury Share or transfer a Treasury Share on such terms as they<br>think proper (including, without limitation, for nil consideration). |
| --- | --- |
| 10 | Variation of Rights of Shares |
| --- | --- |
| 10.1 | Subject to Article 3.1, if at any time the share capital of the Company is divided into different classes<br>of Shares, all or any of the rights attached to any class (unless otherwise provided by the terms of issue of the Shares of that class)<br>may, whether or not the Company is being wound up, be varied without the consent of the holders of the issued Shares of that class where<br>such variation is considered by the Directors not to have a material adverse effect upon such rights; otherwise, any such variation shall<br>be made only with the consent in writing of the holders of not less than two-thirds of the issued Shares of that class (other than with<br>respect to a waiver of the provisions of the Class B Share Conversion Article hereof, which as stated therein shall only require the consent<br>in writing of the holders of a majority of the issued Shares of that class), or with the approval of a resolution passed by a majority<br>of not less than two-thirds of the votes cast at a separate meeting of the holders of the Shares of that class. For the avoidance of doubt,<br>the Directors reserve the right, notwithstanding that any such variation may not have a material adverse effect, to obtain consent from<br>the holders of Shares of the relevant class. To any such meeting all the provisions of the Articles relating to general meetings shall<br>apply mutatis mutandis, except that the necessary quorum shall be one person holding or representing by proxy at least one-third of the<br>issued Shares of the class and that any holder of Shares of the class present in person or by proxy may demand a poll. |
| --- | --- |
| 10.2 | For the purposes of a separate class meeting, the Directors may treat two or more or all the classes of<br>Shares as forming one class of Shares if the Directors consider that such class of Shares would be affected in the same way by the proposals<br>under consideration, but in any other case shall treat them as separate classes of Shares. |
| --- | --- |
| 10.3 | The rights conferred upon the holders of the Shares of any class issued with preferred or other rights<br>shall not, unless otherwise expressly provided by the terms of issue of the Shares of that class, be deemed to be varied: (i) by the creation<br>or issue of further Shares ranking pari passu therewith or Shares issued with preferred or other rights; or (ii) where the constitutional<br>documents of the Company are amended or new constitutional documents of the Company are adopted, in each case, as a result of the Company<br>undertaking a transfer by way of continuation to a jurisdiction outside the Cayman Islands. |
| --- | --- |
| 11 | Commission on Sale of Shares |
| --- | --- |
The Company may, in so far as the Statute permits, pay a commission to any person in consideration of his subscribing or agreeing to subscribe (whether absolutely or conditionally) or procuring or agreeing to procure subscriptions (whether absolutely or conditionally) for any Shares. Such commissions may be satisfied by the payment of cash and/or the issue of fully or partly paid-up Shares. The Company may also on any issue of Shares pay such brokerage as may be lawful.
12
| 12 | Non-Recognition of Trusts |
|---|
The Company shall not be bound by or compelled to recognise in any way (even when notified) any equitable, contingent, future or partial interest in any Share, or (except only as is otherwise provided by the Articles or the Statute) any other rights in respect of any Share other than an absolute right to the entirety thereof in the holder.
| 13 | Lien on Shares |
|---|---|
| 13.1 | The Company shall have a first and paramount lien on all Shares (whether fully paid-up or not) registered<br>in the name of a Member (whether solely or jointly with others) for all debts, liabilities or engagements to or with the Company (whether<br>presently payable or not) by such Member or his estate, either alone or jointly with any other person, whether a Member or not, but the<br>Directors may at any time declare any Share to be wholly or in part exempt from the provisions of this Article. The registration of a<br>transfer of any such Share shall operate as a waiver of the Company’s lien thereon. The Company’s lien on a Share shall also<br>extend to any amount payable in respect of that Share. |
| --- | --- |
| 13.2 | The Company may sell, in such manner as the Directors think fit, any Shares on which the Company has a<br>lien, if a sum in respect of which the lien exists is presently payable, and is not paid within fourteen clear days after notice has been<br>received or deemed to have been received by the holder of the Shares, or to the person entitled to it in consequence of the death or bankruptcy<br>of the holder, demanding payment and stating that if the notice is not complied with the Shares may be sold. |
| --- | --- |
| 13.3 | To give effect to any such sale the Directors may authorise any person to execute an instrument of transfer<br>of the Shares sold to, or in accordance with the directions of, the purchaser. The purchaser or his nominee shall be registered as the<br>holder of the Shares comprised in any such transfer, and he shall not be bound to see to the application of the purchase money, nor shall<br>his title to the Shares be affected by any irregularity or invalidity in the sale or the exercise of the Company’s power of sale<br>under the Articles. |
| --- | --- |
| 13.4 | The net proceeds of such sale after payment of costs, shall be applied in payment of such part of the<br>amount in respect of which the lien exists as is presently payable and any balance shall (subject to a like lien for sums not presently<br>payable as existed upon the Shares before the sale) be paid to the person entitled to the Shares at the date of the sale. |
| --- | --- |
| 14 | Calls on Shares |
| --- | --- |
| 14.1 | Subject to the terms of the allotment and issue of any Shares, the Directors may make calls upon the Members<br>in respect of any monies unpaid on their Shares (whether in respect of par value or premium), and each Member shall (subject to receiving<br>at least fourteen clear days’ notice specifying the time or times<br>of payment) pay to the Company at the time or times so specified the amount called on the Shares. A call may be revoked or postponed,<br>in whole or in part, as the Directors may determine. A call may be required to be paid by instalments. A person upon whom a call is made<br>shall remain liable for calls made upon him notwithstanding the subsequent transfer of the Shares in respect of which the call was made. |
| --- | --- |
13
| 14.2 | A call shall be deemed to have been made at the time when the resolution of the Directors authorising<br>such call was passed. |
|---|---|
| 14.3 | The joint holders of a Share shall be jointly and severally liable to pay all calls in respect thereof. |
| --- | --- |
| 14.4 | If a call remains unpaid after it has become due and payable, the person from whom it is due shall pay<br>interest on the amount unpaid from the day it became due and payable until it is paid at such rate as the Directors may determine (and<br>in addition all expenses that have been incurred by the Company by reason of such non-payment), but the Directors may waive payment of<br>the interest or expenses wholly or in part. |
| --- | --- |
| 14.5 | An amount payable in respect of a Share on issue or allotment or at any fixed date, whether on account<br>of the par value of the Share or premium or otherwise, shall be deemed to be a call and if it is not paid all the provisions of the Articles<br>shall apply as if that amount had become due and payable by virtue of a call. |
| --- | --- |
| 14.6 | The Directors may issue Shares with different terms as to the amount and times of payment of calls, or<br>the interest to be paid. |
| --- | --- |
| 14.7 | The Directors may, if they think fit, receive an amount from any Member willing to advance all or any<br>part of the monies uncalled and unpaid upon any Shares held by him, and may (until the amount would otherwise become payable) pay interest<br>at such rate as may be agreed upon between the Directors and the Member paying such amount in advance. |
| --- | --- |
| 14.8 | No such amount paid in advance of calls shall entitle the Member paying such amount to any portion of<br>a Dividend or other distribution payable in respect of any period prior to the date upon which such amount would, but for such payment,<br>become payable. |
| --- | --- |
| 15 | Forfeiture of Shares |
| --- | --- |
| 15.1 | If a call or instalment of a call remains unpaid after it has become due and payable the Directors may<br>give to the person from whom it is due not less than fourteen clear days’ notice requiring payment of the amount unpaid together<br>with any interest which may have accrued and any expenses incurred by the Company by reason of such non-payment. The notice shall specify<br>where payment is to be made and shall state that if the notice is not complied with the Shares in respect of which the call was made will<br>be liable to be forfeited. |
| --- | --- |
| 15.2 | If the notice is not complied with, any Share in respect of which it was given may, before the payment<br>required by the notice has been made, be forfeited by a resolution of the Directors. Such forfeiture shall include all<br>Dividends, other distributions or other monies payable in respect of the forfeited Share and not paid before the forfeiture. |
| --- | --- |
14
| 15.3 | A forfeited Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as<br>the Directors think fit and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the<br>Directors think fit. Where for the purposes of its disposal a forfeited Share is to be transferred to any person the Directors may authorise<br>some person to execute an instrument of transfer of the Share in favour of that person. |
|---|---|
| 15.4 | A person any of whose Shares have been forfeited shall cease to be a Member in respect of them and shall<br>surrender to the Company for cancellation the certificate for the Shares forfeited and shall remain liable to pay to the Company all monies<br>which at the date of forfeiture were payable by him to the Company in respect of those Shares together with interest at such rate as the<br>Directors may determine, but his liability shall cease if and when the Company shall have received payment in full of all monies due and<br>payable by him in respect of those Shares. |
| --- | --- |
| 15.5 | A certificate in writing under the hand of one Director or Officer that a Share has been forfeited on<br>a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the Share. The<br>certificate shall (subject to the execution of an instrument of transfer) constitute a good title to the Share and the person to whom<br>the Share is sold or otherwise disposed of shall not be bound to see to the application of the purchase money, if any, nor shall his title<br>to the Share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the<br>Share. |
| --- | --- |
| 15.6 | The provisions of the Articles as to forfeiture shall apply in the case of non-payment of any sum which,<br>by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the par value of the Share or by way of premium<br>as if it had been payable by virtue of a call duly made and notified. |
| --- | --- |
| 16 | Transmission of Shares |
| --- | --- |
| 16.1 | If a Member dies, the survivor or survivors (where he was a joint holder), or his legal personal representatives<br>(where he was a sole holder), shall be the only persons recognised by the Company as having any title to his Shares. The estate of a deceased<br>Member is not thereby released from any liability in respect of any Share, for which he was a joint or sole holder. |
| --- | --- |
| 16.2 | Any person becoming entitled to a Share in consequence of the death or bankruptcy or liquidation or dissolution<br>of a Member (or in any other way than by transfer) may, upon such evidence being produced as may be required by the Directors, elect,<br>by a notice in writing sent by him to the Company, either to become the holder of such Share or to have some person nominated by him registered<br>as the holder of such Share. If he elects to have another person registered as the holder of such Share he shall sign an instrument of<br>transfer of that Share to that person. The Directors shall, in either case, have the same right to decline or suspend registration as<br>they would have had in the case of a transfer of the Share by the relevant Member before his death or bankruptcy or liquidation or dissolution,<br>as the case may be. |
| --- | --- |
15
| 16.3 | A person becoming entitled to a Share by reason of the death or bankruptcy or liquidation or dissolution<br>of a Member (or in any other case than by transfer) shall be entitled to the same Dividends, other distributions and other advantages<br>to which he would be entitled if he were the holder of such Share. However, he shall not, before becoming a Member in respect of a Share,<br>be entitled in respect of it to exercise any right conferred by membership in relation to general meetings of the Company and the Directors<br>may at any time give notice requiring any such person to elect either to be registered himself or to have some person nominated by him<br>be registered as the holder of the Share (but the Directors shall, in either case, have the same right to decline or suspend registration<br>as they would have had in the case of a transfer of the Share by the relevant Member before his death or bankruptcy or liquidation or<br>dissolution or any other case than by transfer, as the case may be). If the notice is not complied with within ninety days of being received<br>or deemed to be received (as determined pursuant to the Articles), the Directors may thereafter withhold payment of all Dividends, other<br>distributions, bonuses or other monies payable in respect of the Share until the requirements of the notice have been complied with. |
|---|---|
| 17 | Class B Share Conversion |
| --- | --- |
| 17.1 | The rights attaching to the Class A Shares and Class B Shares shall rank pari passu in all respects,<br>and the Class A Shares and Class B Shares shall vote together as a single class on all matters (subject to the Variation of Rights of<br>Shares Article, the Appointment and Removal of Directors Article and the Transfer by Way of Continuation Article) with the exception that<br>the holder of a Class B Share shall have the conversion rights referred to in this Article. |
| --- | --- |
| 17.2 | Class B Shares may be converted into Class A Shares on a one-for-one basis prior to the consummation of<br>a Business Combination at the option of the holder. |
| --- | --- |
| 17.3 | Any Class B Shares not converted into Class A Shares pursuant to Article 17.2 above shall automatically<br>convert into Class A Shares on a one-for-one basis (the Initial ConversionRatio) concurrently with or immediately following the consummation of a Business Combination. |
| --- | --- |
| 17.4 | Notwithstanding the Initial Conversion Ratio, in the case that additional Class A Shares or any other<br>Equity-linked Securities, are issued, or deemed issued, in excess of the amounts issued in the IPO (including pursuant to the Over-Allotment<br>Option) and related to or in connection with the closing of a Business Combination, all Class B Shares in issue shall automatically convert<br>into Class A Shares concurrently with or immediately following the time of the closing of a Business Combination, the ratio for which<br>the Class B Shares shall convert into Class A Shares will be adjusted so that the number of Class A Shares issuable upon conversion of<br>all Class B Shares will equal, in the aggregate, twenty-five per cent (25%) of the sum of: |
| --- | --- |
| (a) | the total number of all Class A Shares issued and outstanding upon completion of the IPO (including any<br>Class A Shares issued pursuant to the Over-Allotment Option and excluding any Class A Shares underlying the private placement units issued<br>in connection with the IPO and any Class A Shares issued to the Representative (or its designees) as compensation in connection with the<br>IPO); plus |
| --- | --- |
16
| (b) | all Class A Shares and Equity-linked Securities issued or deemed issued in connection with the closing<br>of a Business Combination, excluding any Shares or Equity-linked Securities issued, or to be issued, to any seller in a Business Combination;<br>minus |
|---|---|
| (c) | the number of Public Shares redeemed in connection with a Business Combination or certain amendments to<br>these Articles pursuant to Article 50.8. |
| --- | --- |
| 17.5 | Notwithstanding anything to the contrary contained herein, the foregoing adjustment to the Initial Conversion<br>Ratio may be waived as to any particular issuance or deemed issuance of additional Class A Shares or Equity-linked Securities by the written<br>consent or agreement of holders of a majority of the Class B Shares then in issue consenting or agreeing separately as a separate class<br>in the manner provided in the Variation of Rights of Shares Article hereof. |
| --- | --- |
| 17.6 | The foregoing conversion ratio shall also be adjusted to account for any subdivision (by share split,<br>subdivision, exchange, capitalisation, rights issue, reclassification, recapitalisation or otherwise) or combination (by reverse share<br>split, share consolidation, exchange, reclassification, recapitalisation or otherwise) or similar reclassification or recapitalisation<br>of the Class A Shares in issue into a greater or lesser number of Shares occurring after the original filing of the Articles without a<br>proportionate and corresponding subdivision, combination or similar reclassification or recapitalisation of the Class B Shares in issue. |
| --- | --- |
| 17.7 | Each Class B Share shall convert into its pro-rata number of Class A Shares pursuant to this Article.<br>The pro-rata share for each holder of Class B Shares will be determined as follows: each Class B Share shall convert into such number<br>of Class A Shares as is equal to the product of one (1) multiplied by a fraction, the numerator of which shall be the total number of<br>Class A Shares into which all of the Class B Shares in issue shall be converted pursuant to this Article and the denominator of which<br>shall be the total number of Class B Shares in issue at the time of conversion. |
| --- | --- |
| 17.8 | References in this Article to “converted”, “conversion” or “exchange”<br>shall mean the compulsory redemption without notice of Class B Shares of any Member and, on behalf of such Members, automatic application<br>of such redemption proceeds in paying for such new Class A Shares into which the Class B Shares have been converted or exchanged at a<br>price per Class B Share necessary to give effect to a conversion or exchange calculated on the basis that the Class A Shares to be issued<br>as part of the conversion or exchange will be issued at par. The Class A Shares to be issued on an exchange or conversion shall be registered<br>in the name of such Member or in such name as the Member may direct. |
| --- | --- |
| 17.9 | Notwithstanding anything to the contrary in this Article, in no event shall any Class B Share convert<br>into Class A Shares at a ratio that is less than one for one. |
| --- | --- |
| 18 | Amendments of Memorandum and Articles and Alteration of Capital |
| --- | --- |
| 18.1 | The Company may by Ordinary Resolution: |
| --- | --- |
| (a) | increase its share capital by such sum as the Ordinary Resolution shall prescribe and with such rights,<br>priorities and privileges annexed thereto, as the Company in general meeting may determine; |
| --- | --- |
17
| (b) | consolidate and divide all or any of its share capital into Shares of larger amount than its existing<br>Shares; |
|---|---|
| (c) | convert all or any of its paid-up Shares into stock, and reconvert that stock into paid-up Shares of any<br>denomination; |
| --- | --- |
| (d) | by subdivision of its existing Shares or any of them divide the whole or any part of its share capital<br>into Shares of smaller amount than is fixed by the Memorandum or into Shares without par value; and |
| --- | --- |
| (e) | cancel any Shares that at the date of the passing of the Ordinary Resolution have not been taken or agreed<br>to be taken by any person and diminish the amount of its share capital by the amount of the Shares so cancelled. |
| --- | --- |
| 18.2 | All new Shares created in accordance with the provisions of the preceding Article shall be subject to<br>the same provisions of the Articles with reference to the payment of calls, liens, transfer, transmission, forfeiture and otherwise as<br>the Shares in the original share capital. |
| --- | --- |
| 18.3 | Subject to the provisions of the Statute, the provisions of the Articles as regards the matters to be<br>dealt with by Ordinary Resolution and Article 48.2, the Company may by Special Resolution: |
| --- | --- |
| (a) | change its name; |
| --- | --- |
| (b) | alter or add to the Articles (subject to Article 48.2); |
| --- | --- |
| (c) | alter or add to the Memorandum with respect to any objects, powers or other matters specified therein;<br>and |
| --- | --- |
| (d) | reduce its share capital or any capital redemption reserve fund. |
| --- | --- |
| 19 | Offices and Places of Business |
| --- | --- |
Subject to the provisions of the Statute, the Company may by resolution of the Directors change the location of its Registered Office. The Company may, in addition to its Registered Office, maintain such other offices or places of business as the Directors determine.
| 20 | General Meetings |
|---|---|
| 20.1 | All general meetings other than annual general meetings shall be called extraordinary general meetings. |
| --- | --- |
| 20.2 | The Company may, but shall not (unless required by the Statute) be obliged to, in each year hold a general<br>meeting as its annual general meeting, and shall specify the meeting as such in the notices calling it. Any annual<br>general meeting shall be held at such time and place as the Directors shall appoint. At these meetings the report of the Directors (if<br>any) shall be presented. |
| --- | --- |
18
| 20.3 | The Directors, the chief executive officer or the chairman of the board of Directors may call general<br>meetings and, for the avoidance of doubt, except as expressly provided in Article 20.4 below, Members shall not have the ability to call<br>general meetings. |
|---|---|
| 20.4 | If at any time there are no Directors, any two (2) Members (or if there is only one (1) Member then that<br>Member) entitled to vote at general meetings of the Company may convene a general meeting in the same manner as nearly as possible as<br>that in which general meetings may be convened by the Directors. |
| --- | --- |
| 21 | Notice of General Meetings |
| --- | --- |
| 21.1 | At least five (5) clear days’ notice shall be given of any general meeting. Every notice shall specify<br>the place, the day and the hour of the meeting and the general nature of the business to be conducted at the general meeting and shall<br>be given in the manner hereinafter mentioned or in such other manner if any as may be prescribed by the Company, provided that a general<br>meeting of the Company shall, whether or not the notice specified in this Article has been given and whether or not the provisions of<br>the Articles regarding general meetings have been complied with, be deemed to have been duly convened if it is so agreed: |
| --- | --- |
| (a) | in the case of an annual general meeting, by all of the Members entitled to attend and vote thereat; and |
| --- | --- |
| (b) | in the case of an extraordinary general meeting, by a majority in number of the Members having a right<br>to attend and vote at the meeting, together holding not less than ninety-five per cent (95%) in par value of the Shares giving that right. |
| --- | --- |
| 21.2 | The accidental omission to give notice of a general meeting to, or the non-receipt of notice of a general<br>meeting by, any person entitled to receive such notice shall not invalidate the proceedings of that general meeting. |
| --- | --- |
| 22 | Advance Notice for Business |
| --- | --- |
| 22.1 | Members seeking to bring business before an annual general meeting of the Company, or to nominate candidates<br>for appointment as Directors at an annual general meeting, must provide written notice of such business to the Company. Such notice must<br>be received by the Company by the Company’s secretary (or, if none is appointed, any other Officer) at its principal office no later than<br>the close of business on the 90^th^ day nor earlier than the close of business on the 150^th^ day prior to the anniversary<br>date of the immediately preceding annual general meeting. Pursuant to Rule 14a-8 under the Exchange Act, proposals seeking inclusion in<br>the annual proxy statement must comply with the notice periods contained therein. |
| --- | --- |
| 22.2 | To be in proper written form, a Member’s notice to the Company’s secretary (or, if none is appointed,<br>any other Officer) with respect to any business (other than nominations) must set forth as to each such matter such<br>Member proposes to bring before the annual general meeting (i) a brief description of the business desired to be brought before the annual<br>general meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event<br>such business includes a proposal to amend these Articles, the language of the proposed amendment) and the reasons for conducting such<br>business at the annual general meeting, (ii) the name and record address of such Member and the name and address of the beneficial owner,<br>if any, on whose behalf the proposal is made, (iii) the class and number of Shares that are owned beneficially and of record by such Member<br>and by the beneficial owner, if any, on whose behalf the proposal is made, (iv) a description of all arrangements or understandings between<br>such Member and the beneficial owner, if any, on whose behalf the proposal is made and any other person or persons (including their names)<br>in connection with the proposal of such business by such Member, (v) any material interest of such Member and the beneficial owner, if<br>any, on whose behalf the proposal is made in such business and (vi) a representation that such Member intends to appear in person or by<br>proxy at the annual general meeting to bring such business before the annual general meeting. |
| --- | --- |
19
| 23 | Proceedings at General Meetings |
|---|---|
| 23.1 | No business shall be transacted at any general meeting unless a quorum is present. The holders of at least<br>one-third of the Shares being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorised<br>representative or proxy shall be a quorum. |
| --- | --- |
| 23.2 | A person may participate at a general meeting by conference telephone or other communications equipment<br>by means of which all the persons participating in the meeting can communicate with each other. Participation by a person in a general<br>meeting in this manner is treated as presence in person at that meeting. |
| --- | --- |
| 23.3 | A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by or on<br>behalf of all of the Members for the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations<br>or other non-natural persons, signed by their duly authorised representatives) shall be as valid and effective as if the resolution had<br>been passed at a general meeting of the Company duly convened and held. |
| --- | --- |
| 23.4 | If a quorum is not present within half an hour from the time appointed for the meeting to commence or<br>if during such a meeting a quorum ceases to be present, the meeting shall stand adjourned to the same day in the next week at the same<br>time and/or place or to such other day, time and/or place as the Directors may determine, and if at the adjourned meeting a quorum is<br>not present within half an hour from the time appointed for the meeting to commence, the Members present shall be a quorum. |
| --- | --- |
| 23.5 | The Directors may, at any time prior to the time appointed for the meeting to commence, appoint any person<br>to act as chairman of a general meeting of the Company or, if the Directors do not make any such appointment, the chairman, if any, of<br>the board of Directors shall preside as chairman at such general meeting. If there is no such chairman, or if he shall not be present<br>within fifteen minutes after the time appointed for the meeting to commence, or is unwilling to act, the Directors present shall elect<br>one of their number to be chairman of the meeting. The chairman from time to time may adopt certain rules and regulations for the conduct<br>of meetings as he or she sees fit. |
| --- | --- |
20
| 23.6 | If no Director is willing to act as chairman or if no Director is present within fifteen minutes after<br>the time appointed for the meeting to commence, the Members present shall choose one of their number to be chairman of the meeting. |
|---|---|
| 23.7 | The chairman may, with the consent of a meeting at which a quorum is present (and shall if so directed<br>by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting<br>other than the business left unfinished at the meeting from which the adjournment took place. |
| --- | --- |
| 23.8 | When a general meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be<br>given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice of an adjourned meeting. |
| --- | --- |
| 23.9 | If a notice is issued in respect of a general meeting and the Directors, in their absolute discretion,<br>consider that it is impractical or undesirable for any reason to hold that general meeting at the place, the day and the hour specified<br>in the notice calling such general meeting, the Directors may postpone the general meeting to another place, day and/or hour provided<br>that notice of the place, the day and the hour of the rearranged general meeting is promptly given to all Members. No business shall be<br>transacted at any postponed meeting other than the business specified in the notice of the original meeting. |
| --- | --- |
| 23.10 | When a general meeting is postponed for thirty days or more, notice of the postponed meeting shall be<br>given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice of a postponed meeting. All proxy<br>forms submitted for the original general meeting shall remain valid for the postponed meeting. The Directors may postpone a general meeting<br>which has already been postponed. |
| --- | --- |
| 23.11 | A resolution put to the vote of the meeting shall be decided on a poll. |
| --- | --- |
| 23.12 | A poll shall be taken as the chairman directs, and the result of the poll shall be deemed to be the resolution<br>of the general meeting at which the poll was demanded. |
| --- | --- |
| 23.13 | A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith.<br>A poll demanded on any other question shall be taken at such date, time and place as the chairman of the general meeting directs, and<br>any business other than that upon which a poll has been demanded or is contingent thereon may proceed pending the taking of the poll. |
| --- | --- |
| 23.14 | In the case of an equality of votes the chairman shall be entitled to a second or casting vote. |
| --- | --- |
21
| 24 | Votes of Members |
|---|---|
| 24.1 | Subject to any rights or restrictions attached to any Shares, including as set out at Articles 30.1 and<br>48, every Member present in any such manner shall have one vote for every Share of which he is the holder. |
| --- | --- |
| 24.2 | In the case of joint holders the vote of the senior holder who tenders a vote, whether in person or by<br>proxy (or, in the case of a corporation or other non-natural person, by its duly authorised representative or proxy), shall be accepted<br>to the exclusion of the votes of the other joint holders, and seniority shall be determined by the order in which the names of the holders<br>stand in the Register of Members. |
| --- | --- |
| 24.3 | A Member of unsound mind, or in respect of whom an order has been made by any court, having jurisdiction<br>in lunacy, may vote by his committee, receiver, curator bonis, or other person on such Member’s behalf appointed by that court,<br>and any such committee, receiver, curator bonis or other person may vote by proxy. |
| --- | --- |
| 24.4 | No person shall be entitled to vote at any general meeting unless he is registered as a Member on the<br>record date for such meeting nor unless all calls or other monies then payable by him in respect of Shares have been paid. |
| --- | --- |
| 24.5 | No objection shall be raised as to the qualification of any voter except at the general meeting or adjourned<br>general meeting at which the vote objected to is given or tendered and every vote not disallowed at the meeting shall be valid. Any objection<br>made in due time in accordance with this Article shall be referred to the chairman whose decision shall be final and conclusive. |
| --- | --- |
| 24.6 | Votes may be cast either personally or by proxy (or in the case of a corporation or other non-natural<br>person by its duly authorised representative or proxy). A Member may appoint more than one proxy or the same proxy under one or more instruments<br>to attend and vote at a meeting. Where a Member appoints more than one proxy the instrument of proxy shall specify the number of Shares<br>in respect of which each proxy is entitled to exercise the related votes. |
| --- | --- |
| 24.7 | A Member holding more than one Share need not cast the votes in respect of his Shares in the same way<br>on any resolution and therefore may vote a Share or some or all such Shares either for or against a resolution and/or abstain from voting<br>a Share or some or all of the Shares and, subject to the terms of the instrument appointing him, a proxy appointed under one or more instruments<br>may vote a Share or some or all of the Shares in respect of which he is appointed either for or against a resolution and/or abstain from<br>voting a Share or some or all of the Shares in respect of which he is appointed. |
| --- | --- |
| 25 | Proxies |
| --- | --- |
| 25.1 | The instrument appointing a proxy shall be in writing and shall be executed under the hand of the appointor<br>or of his attorney duly authorised in writing, or, if the appointor is a corporation or other non natural person, under the hand of its<br>duly authorised representative. A proxy need not be a Member. |
| --- | --- |
22
| 25.2 | The Directors may, in the notice convening any meeting or adjourned meeting, or in an instrument of proxy<br>sent out by the Company, specify the manner by which the instrument appointing a proxy shall be deposited and the place and the time (being<br>not later than the time appointed for the commencement of the meeting or adjourned meeting to which the proxy relates) at which the instrument<br>appointing a proxy shall be deposited. In the absence of any such direction from the Directors in the notice convening any meeting or<br>adjourned meeting or in an instrument of proxy sent out by the Company, the instrument appointing a proxy shall be deposited physically<br>at the Registered Office on a business day not less than 48 hours before the time appointed for the meeting or adjourned meeting to commence<br>at which the person named in the instrument proposes to vote. For the purposes of this Article, business day means any day other than<br>a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorised or obligated by law to<br>close in the location of the Registered Office. |
|---|---|
| 25.3 | The chairman may in any event at his discretion declare that an instrument of proxy shall be deemed to<br>have been duly deposited. An instrument of proxy that is not deposited in the manner permitted, or which has not been declared to have<br>been duly deposited by the chairman, shall be invalid. |
| --- | --- |
| 25.4 | The instrument appointing a proxy may be in any usual or common form (or such other form as the Directors<br>may approve) and may be expressed to be for a particular meeting or any adjournment thereof or generally until revoked. An instrument<br>appointing a proxy shall be deemed to include the power to demand or join or concur in demanding a poll. |
| --- | --- |
| 25.5 | Votes given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the<br>previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, or the<br>transfer of the Share in respect of which the proxy is given unless notice in writing of such death, insanity, revocation or transfer<br>was received by the Company at the Registered Office on a business day before the commencement of the general meeting, or adjourned meeting<br>at which it is sought to use the proxy. For the purposes of this Article, business day means any day other than a Saturday, a Sunday or<br>a legal holiday or a day on which banking institutions or trust companies are authorised or obligated by law to close in the location<br>of the Registered Office. |
| --- | --- |
| 26 | Corporate Members |
| --- | --- |
| 26.1 | Any corporation or other non-natural person which is a Member may in accordance with its constitutional<br>documents, or in the absence of such provision by resolution of its directors or other governing body, authorise such person as it thinks<br>fit to act as its representative at any meeting of the Company or of any class of Members, and the person so authorised shall be entitled<br>to exercise the same powers on behalf of the corporation which he represents as the corporation could exercise if it were an individual<br>Member. |
| --- | --- |
| 26.2 | If a Clearing House (or its nominee(s)), being a corporation, is a Member, it may authorise such persons<br>as it sees fit to act as its representative at any meeting of the Company or at any meeting of any class of Members provided that the<br>authorisation shall specify the number and class of Shares in respect of which<br>each such representative is so authorised. Each person so authorised under the provisions of this Article shall be deemed to have been<br>duly authorised without further evidence of the facts and be entitled to exercise the same rights and powers on behalf of the Clearing<br>House (or its nominee(s)) as if such person was the registered holder of such Shares held by the Clearing House (or its nominee(s)). |
| --- | --- |
23
| 27 | Shares that may not be Voted |
|---|
Shares in the Company that are beneficially owned by the Company shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding Shares at any given time.
| 28 | Directors |
|---|
There shall be a board of Directors consisting of not less than one person provided however that, subject to the requirement to have at least one Director, the Directors may from time to time fix the maximum and minimum number of Directors to be appointed by resolution of the board of Directors.
| 29 | Powers of Directors |
|---|---|
| 29.1 | Subject to the provisions of the Statute, the Memorandum and the Articles and to any directions given<br>by Special Resolution, the business of the Company shall be managed by the Directors who may exercise all the powers of the Company. No<br>alteration of the Memorandum or Articles and no such direction shall invalidate any prior act of the Directors which would have been valid<br>if that alteration had not been made or that direction had not been given. A duly convened meeting of Directors at which a quorum is present<br>may exercise all powers exercisable by the Directors. |
| --- | --- |
| 29.2 | All cheques, promissory notes, drafts, bills of exchange and other negotiable or transferable instruments<br>and all receipts for monies paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed as the case may be in<br>such manner as the Directors shall determine by resolution. |
| --- | --- |
| 29.3 | The Directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any<br>Director who has held any other salaried office or place of profit with the Company or to his widow or dependants and may make contributions<br>to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance. |
| --- | --- |
| 29.4 | The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its<br>undertaking, property and assets (present and future) and uncalled capital or any part thereof and to issue debentures, debenture stock,<br>mortgages, bonds and other such securities whether outright or as security for any debt, liability or obligation of the Company or of<br>any third party. |
| --- | --- |
24
| 30 | Appointment and Removal of Directors |
|---|---|
| 30.1 | Subject to Article 28, prior to the closing of a Business Combination, the Company may by Ordinary Resolution<br>of the holders of the Class B Shares appoint any person to be a Director or may by Ordinary Resolution of the holders of the Class B Shares<br>remove any Director. For the avoidance of doubt, prior to the closing of a Business Combination, holders of Class A Shares shall have<br>no right to vote on the appointment or removal of any Director. |
| --- | --- |
| 30.2 | Subject to Article 28, the Directors may appoint any person to be a Director, either to fill a vacancy<br>or as an additional Director. |
| --- | --- |
| 30.3 | Subject to Article 28, after the consummation of a Business Combination, the Company may by Ordinary Resolution<br>appoint any person to be a Director or may by Ordinary Resolution remove any Director. |
| --- | --- |
| 31 | Vacation of Office of Director |
| --- | --- |
| 31.1 | The office of a Director shall be vacated if: |
| --- | --- |
| (a) | the Director gives notice in writing to the Company that he resigns the office of Director; or |
| --- | --- |
| (b) | the Director absents himself (for the avoidance of doubt, without being represented by proxy) from three<br>consecutive meetings of the board of Directors without special leave of absence from the Directors, and the Directors pass a resolution<br>that he has by reason of such absence vacated office; or |
| --- | --- |
| (c) | the Director dies, becomes bankrupt or makes any arrangement or composition with his creditors generally;<br>or |
| --- | --- |
| (d) | the Director is found to be or becomes of unsound mind; or |
| --- | --- |
| (e) | all of the other Directors (being not less than two in number) determine that he should be removed as<br>a Director for Cause (and not otherwise), either by a resolution passed by all of the other Directors at a meeting of the Directors duly<br>convened and held in accordance with the Articles or by a resolution in writing signed by all of the other Directors. |
| --- | --- |
| 32 | Proceedings of Directors |
| --- | --- |
| 32.1 | The quorum for the transaction of the business of the Directors may be fixed by the Directors, and unless<br>so fixed shall be two if there are two or more Directors, and shall be one if there is only one Director. |
| --- | --- |
| 32.2 | Subject to the provisions of the Articles, the Directors may regulate their proceedings as they think<br>fit. Questions arising at any meeting shall be decided by a majority of votes. In the case of an equality of votes, the chairman shall<br>have a second or casting vote. |
| --- | --- |
25
| 32.3 | A person may participate in a meeting of the Directors or any committee of Directors by conference telephone<br>or other communications equipment by means of which all the persons participating in the meeting can communicate with each other at the<br>same time. Participation by a person in a meeting in this manner is treated as presence in person at that meeting. Unless otherwise determined<br>by the Directors, the meeting shall be deemed to be held at the place where the chairman is located at the start of the meeting. |
|---|---|
| 32.4 | A resolution in writing (in one or more counterparts) signed by all the Directors or all the members of<br>a committee of the Directors or, in the case of a resolution in writing relating to the removal of any Director or the vacation of office<br>by any Director, all of the Directors other than the Director who is the subject of such resolution shall be as valid and effectual as<br>if it had been passed at a meeting of the Directors, or committee of Directors as the case may be, duly convened and held. |
| --- | --- |
| 32.5 | A Director may, or other Officer on the direction of a Director shall, call a meeting of the Directors<br>by at least two (2) days’ notice in writing to every Director which notice shall set forth the general nature of the business to<br>be considered unless notice is waived by all the Directors either at, before or after the meeting is held. To any such notice of a meeting<br>of the Directors all the provisions of the Articles relating to the giving of notices by the Company to the Members shall apply mutatis<br>mutandis. |
| --- | --- |
| 32.6 | The continuing Directors (or a sole continuing Director, as the case may be) may act notwithstanding any<br>vacancy in their body, but if and so long as their number is reduced below the number fixed by or pursuant to the Articles as the necessary<br>quorum of Directors the continuing Directors or Director may act for the purpose of increasing the number of Directors to be equal to<br>such fixed number, or of summoning a general meeting of the Company, but for no other purpose. |
| --- | --- |
| 32.7 | The Directors may elect a chairman of their board and determine the period for which he is to hold office;<br>but if no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for<br>the meeting to commence, the Directors present may choose one of their number to be chairman of the meeting. |
| --- | --- |
| 32.8 | All acts done by any meeting of the Directors or of a committee of the Directors shall, notwithstanding<br>that it is afterwards discovered that there was some defect in the appointment of any Director, and/or that they or any of them were disqualified,<br>and/or had vacated their office and/or were not entitled to vote, be as valid as if every such person had been duly appointed and/or not<br>disqualified to be a Director and/or had not vacated their office and/or had been entitled to vote, as the case may be. |
| --- | --- |
| 32.9 | A Director may be represented at any meetings of the board of Directors by a proxy appointed in writing<br>by him. The proxy shall count towards the quorum and the vote of the proxy shall for all purposes be deemed to be that of the appointing<br>Director. |
| --- | --- |
26
| 33 | Presumption of Assent |
|---|
A Director who is present at a meeting of the board of Directors at which action on any Company matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent from such action with the person acting as the chairman or secretary of the meeting before the adjournment thereof or shall forward such dissent by registered post to such person immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favour of such action.
| 34 | Directors’ Interests |
|---|---|
| 34.1 | A Director may hold any other office or place of profit under the Company (other than the office of Auditor)<br>in conjunction with his office of Director for such period and on such terms as to remuneration and otherwise as the Directors may determine. |
| --- | --- |
| 34.2 | A Director may act by himself or by, through or on behalf of his firm in a professional capacity for the<br>Company and he or his firm shall be entitled to remuneration for professional services as if he were not a Director. |
| --- | --- |
| 34.3 | A Director may be or become a director or other officer of or otherwise interested in any company promoted<br>by the Company or in which the Company may be interested as a shareholder, a contracting party or otherwise, and no such Director shall<br>be accountable to the Company for any remuneration or other benefits received by him as a director or officer of, or from his interest<br>in, such other company. |
| --- | --- |
| 34.4 | No person shall be disqualified from the office of Director or prevented by such office from contracting<br>with the Company, either as vendor, purchaser or otherwise, nor shall any such contract or any contract or transaction entered into by<br>or on behalf of the Company in which any Director shall be in any way interested be or be liable to be avoided, nor shall any Director<br>so contracting or being so interested be liable to account to the Company for any profit realised by or arising in connection with any<br>such contract or transaction by reason of such Director holding office or of the fiduciary relationship thereby established. A Director<br>shall be at liberty to vote in respect of any contract or transaction in which he is interested provided that the nature of the interest<br>of any Director in any such contract or transaction shall be disclosed by him at or prior to its consideration and any vote thereon. |
| --- | --- |
| 34.5 | A general notice that a Director is a shareholder, director, officer or employee of any specified firm<br>or company and is to be regarded as interested in any transaction with such firm or company shall be sufficient disclosure for the purposes<br>of voting on a resolution in respect of a contract or transaction in which he has an interest, and after such general notice it shall<br>not be necessary to give special notice relating to any particular transaction. |
| --- | --- |
27
| 35 | Minutes |
|---|
The Directors shall cause minutes to be made in books kept for the purpose of recording all appointments of Officers made by the Directors, all proceedings at meetings of the Company or the holders of any class of Shares and of the Directors, and of committees of the Directors, including the names of the Directors present at each meeting.
| 36 | Delegation of Directors’ Powers |
|---|---|
| 36.1 | The Directors may delegate any of their powers, authorities and discretions, including the power to sub-delegate,<br>to any committee consisting of one or more Directors (including, without limitation and as applicable, the Audit Committee, the Compensation<br>Committee and the Nominating and Corporate Governance Committee, if established). Any such delegation may be made subject to any conditions<br>the Directors may impose and either collaterally with or to the exclusion of their own powers and any such delegation may be revoked or<br>altered by the Directors. Subject to any such conditions, the proceedings of a committee of Directors shall be governed by the Articles<br>regulating the proceedings of Directors, so far as they are capable of applying. |
| --- | --- |
| 36.2 | The Directors may establish any committees, local boards or agencies or appoint any person to be a manager<br>or agent for managing the affairs of the Company and may appoint any person to be a member of such committees, local boards or agencies.<br>Any such appointment may be made subject to any conditions the Directors may impose, and either collaterally with or to the exclusion<br>of their own powers and any such appointment may be revoked or altered by the Directors. Subject to any such conditions, the proceedings<br>of any such committee, local board or agency shall be governed by the Articles regulating the proceedings of Directors, so far as they<br>are capable of applying. |
| --- | --- |
| 36.3 | The Directors may adopt formal written charters for committees and, if so adopted, shall review and assess<br>the adequacy of such formal written charters on an annual basis. Each of these committees shall be empowered to do all things necessary<br>to exercise the rights of such committee set forth in the Articles and shall have such powers as the Directors may delegate pursuant to<br>the Articles and as required by the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or<br>any other competent regulatory authority or otherwise under Applicable Law. Each of the Audit Committee, the Compensation Committee and<br>the Nominating and Corporate Governance Committee, if established, shall consist of such number of Directors as the Directors shall from<br>time to time determine (or such minimum number as may be required from time to time by the rules and regulations of the Designated Stock<br>Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable Law). For<br>so long as any class of Shares is listed on the Designated Stock Exchange, the Audit Committee, the Compensation Committee and the Nominating<br>and Corporate Governance Committee, if established, shall be made up of such number of Independent Directors as is required from time<br>to time by the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent<br>regulatory authority or otherwise under Applicable Law. |
| --- | --- |
28
| 36.4 | The Directors may by power of attorney or otherwise appoint any person to be the agent of the Company<br>on such conditions as the Directors may determine, provided that the delegation is not to the exclusion of their own powers and may be<br>revoked by the Directors at any time. |
|---|---|
| 36.5 | The Directors may by power of attorney or otherwise appoint any company, firm, person or body of persons,<br>whether nominated directly or indirectly by the Directors, to be the attorney or authorised signatory of the Company for such purpose<br>and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under the Articles) and<br>for such period and subject to such conditions as they may think fit, and any such powers of attorney or other appointment may contain<br>such provisions for the protection and convenience of persons dealing with any such attorneys or authorised signatories as the Directors<br>may think fit and may also authorise any such attorney or authorised signatory to delegate all or any of the powers, authorities and discretions<br>vested in him. |
| --- | --- |
| 36.6 | The Directors may appoint such Officers as they consider necessary on such terms, at such remuneration<br>and to perform such duties, and subject to such provisions as to disqualification and removal as the Directors may think fit. Unless otherwise<br>specified in the terms of his appointment an Officer may be removed by resolution of the Directors or Members. An Officer may vacate his<br>office at any time if he gives notice in writing to the Company that he resigns his office. |
| --- | --- |
| 37 | No Minimum Shareholding |
| --- | --- |
The Company in general meeting may fix a minimum shareholding required to be held by a Director, but unless and until such a shareholding qualification is fixed a Director is not required to hold Shares.
| 38 | Remuneration of Directors |
|---|---|
| 38.1 | The remuneration to be paid to the Directors, if any, shall be such remuneration as the Directors shall<br>determine. The Directors shall also, whether prior to or after the consummation of a Business Combination, be entitled to be paid all<br>travelling, hotel and other expenses properly incurred by them in connection with their attendance at meetings of Directors or committees<br>of Directors, or general meetings of the Company, or separate meetings of the holders of any class of Shares or debentures of the Company,<br>or otherwise in connection with the business of the Company or the discharge of their duties as a Director, or to receive a fixed allowance<br>in respect thereof as may be determined by the Directors, or a combination partly of one such method and partly the other. |
| --- | --- |
| 38.2 | The Directors may by resolution approve additional remuneration to any Director for any services which<br>in the opinion of the Directors go beyond his ordinary routine work as a Director. Any fees paid to a Director who is also counsel, attorney<br>or solicitor to the Company, or otherwise serves it in a professional capacity shall be in addition to his remuneration as a Director. |
| --- | --- |
29
| 39 | Seal |
|---|---|
| 39.1 | The Company may, if the Directors so determine, have a Seal. The Seal shall only be used by the authority<br>of the Directors or of a committee of the Directors authorised by the Directors. Every instrument to which the Seal has been affixed shall<br>be signed by at least one person who shall be either a Director or some Officer or other person appointed by the Directors for the purpose. |
| --- | --- |
| 39.2 | The Company may have for use in any place or places outside the Cayman Islands a duplicate Seal or Seals<br>each of which shall be a facsimile of the common Seal of the Company and, if the Directors so determine, with the addition on its face<br>of the name of every place where it is to be used. |
| --- | --- |
| 39.3 | A Director or Officer, representative or attorney of the Company may without further authority of the<br>Directors affix the Seal over his signature alone to any document of the Company required to be authenticated by him under seal or to<br>be filed with the Registrar of Companies in the Cayman Islands or elsewhere wheresoever. |
| --- | --- |
| 40 | Dividends, Distributions and Reserve |
| --- | --- |
| 40.1 | Subject to the Statute and this Article and except as otherwise provided by the rights attached to any<br>Shares, the Directors may resolve to pay Dividends and other distributions on Shares in issue and authorise payment of the Dividends or<br>other distributions out of the funds of the Company lawfully available therefor. A Dividend shall be deemed to be an interim Dividend<br>unless the terms of the resolution pursuant to which the Directors resolve to pay such Dividend specifically state that such Dividend<br>shall be a final Dividend. No Dividend or other distribution shall be paid except out of the realised or unrealised profits of the Company,<br>out of the share premium account or as otherwise permitted by law. |
| --- | --- |
| 40.2 | Except as otherwise provided by the rights attached to any Shares, all Dividends and other distributions<br>shall be paid according to the par value of the Shares that a Member holds. If any Share is issued on terms providing that it shall rank<br>for Dividend as from a particular date, that Share shall rank for Dividend accordingly. |
| --- | --- |
| 40.3 | The Directors may deduct from any Dividend or other distribution payable to any Member all sums of money<br>(if any) then payable by him to the Company on account of calls or otherwise. |
| --- | --- |
| 40.4 | The Directors may resolve that any Dividend or other distribution be paid wholly or partly by the distribution<br>of specific assets and in particular (but without limitation) by the distribution of shares, debentures, or securities of any other company<br>or in any one or more of such ways and where any difficulty arises in regard to such distribution, the Directors may settle the same as<br>they think expedient and in particular may issue fractional Shares and may fix the value for distribution of such specific assets or any<br>part thereof and may determine that cash payments shall be made to any Members upon the basis of the value so fixed in order to adjust<br>the rights of all Members and may vest any such specific assets in trustees in such manner as may seem expedient to the Directors. |
| --- | --- |
30
| 40.5 | Except as otherwise provided by the rights attached to any Shares, Dividends and other distributions may<br>be paid in any currency. The Directors may determine the basis of conversion for any currency conversions that may be required and how<br>any costs involved are to be met. |
|---|---|
| 40.6 | The Directors may, before resolving to pay any Dividend or other distribution, set aside such sums as<br>they think proper as a reserve or reserves which shall, at the discretion of the Directors, be applicable for any purpose of the Company<br>and pending such application may, at the discretion of the Directors, be employed in the business of the Company. |
| --- | --- |
| 40.7 | Any Dividend, other distribution, interest or other monies payable in cash in respect of Shares may be<br>paid by wire transfer to the holder or by cheque or warrant sent through the post directed to the registered address of the holder or,<br>in the case of joint holders, to the registered address of the holder who is first named on the Register of Members or to such person<br>and to such address as such holder or joint holders may in writing direct. Every such cheque or warrant shall be made payable to the order<br>of the person to whom it is sent. Any one of two or more joint holders may give effectual receipts for any Dividends, other distributions,<br>bonuses, or other monies payable in respect of the Share held by them as joint holders. |
| --- | --- |
| 40.8 | No Dividend or other distribution shall bear interest against the Company. |
| --- | --- |
| 40.9 | Any Dividend or other distribution which cannot be paid to a Member and/or which remains unclaimed after<br>six months from the date on which such Dividend or other distribution becomes payable may, in the discretion of the Directors, be paid<br>into a separate account in the Company’s name, provided that the Company shall not be constituted as a trustee in respect of that<br>account and the Dividend or other distribution shall remain as a debt due to the Member. Any Dividend or other distribution which remains<br>unclaimed after a period of six years from the date on which such Dividend or other distribution becomes payable shall be forfeited and<br>shall revert to the Company. |
| --- | --- |
| 41 | Capitalisation |
| --- | --- |
The Directors may at any time capitalise any sum standing to the credit of any of the Company’s reserve accounts or funds (including the share premium account and capital redemption reserve fund) or any sum standing to the credit of the profit and loss account or otherwise available for distribution; appropriate such sum to Members in the proportions in which such sum would have been divisible amongst such Members had the same been a distribution of profits by way of Dividend or other distribution; and apply such sum on their behalf in paying up in full unissued Shares for allotment and distribution credited as fully paid-up to and amongst them in the proportion aforesaid. In such event the Directors shall do all acts and things required to give effect to such capitalisation, with full power given to the Directors to make such provisions as they think fit in the case of Shares becoming distributable in fractions (including provisions whereby the benefit of fractional entitlements accrue to the Company rather than to the Members concerned). The Directors may authorise any person to enter on behalf of all of the Members interested into an agreement with the Company providing for such capitalisation and matters incidental or relating thereto and any agreement made under such authority shall be effective and binding on all such Members and the Company.
31
| 42 | Books of Account |
|---|---|
| 42.1 | The Directors shall cause proper books of account (including, where applicable, material underlying documentation<br>including contracts and invoices) to be kept with respect to all sums of money received and expended by the Company and the matters in<br>respect of which the receipt or expenditure takes place, all sales and purchases of goods by the Company and the assets and liabilities<br>of the Company. Such books of account must be retained for a minimum period of five years from the date on which they are prepared. Proper<br>books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the<br>state of the Company’s affairs and to explain its transactions. |
| --- | --- |
| 42.2 | The Directors shall determine whether and to what extent and at what times and places and under what conditions<br>or regulations the accounts and books of the Company or any of them shall be open to the inspection of Members not being Directors and<br>no Member (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred<br>by Statute or authorised by the Directors or by the Company in general meeting. |
| --- | --- |
| 42.3 | The Directors may cause to be prepared and to be laid before the Company in general meeting profit and<br>loss accounts, balance sheets, group accounts (if any) and such other reports and accounts as may be required by law. |
| --- | --- |
| 43 | Audit |
| --- | --- |
| 43.1 | The Directors may appoint an Auditor of the Company who shall hold office on such terms as the Directors<br>determine. |
| --- | --- |
| 43.2 | Without prejudice to the freedom of the Directors to establish any other committee, if the Shares (or<br>depositary receipts therefor) are listed or quoted on the Designated Stock Exchange, and if required by the rules and regulations of the<br>Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent regulatory authority or otherwise under Applicable<br>Law, the Directors shall establish and maintain an Audit Committee as a committee of the Directors and shall adopt a formal written Audit<br>Committee charter and review and assess the adequacy of the formal written charter on an annual basis. The composition and responsibilities<br>of the Audit Committee shall comply with the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission<br>and/or any other competent regulatory authority or otherwise under Applicable Law. The Audit Committee shall meet at least once every<br>financial quarter, or more frequently as circumstances dictate. |
| --- | --- |
| 43.3 | If the Shares (or depositary receipts therefor) are listed or quoted on the Designated Stock Exchange,<br>the Company shall conduct an appropriate review of all related party transactions on an ongoing basis and shall utilise the Audit Committee<br>for the review and approval of potential conflicts of interest. |
| --- | --- |
| 43.4 | The remuneration of the Auditor shall be fixed by the Audit Committee (if one exists). |
| --- | --- |
32
| 43.5 | If the office of Auditor becomes vacant by resignation or death of the Auditor, or by his becoming incapable<br>of acting by reason of illness or other disability at a time when his services are required, the Directors shall fill the vacancy and<br>determine the remuneration of such Auditor. |
|---|---|
| 43.6 | Every Auditor of the Company shall have a right of access at all times to the books and accounts and vouchers<br>of the Company and shall be entitled to require from the Directors and Officers such information and explanation as may be necessary for<br>the performance of the duties of the Auditor. |
| --- | --- |
| 43.7 | Auditors shall, if so required by the Directors, make a report on the accounts of the Company during their<br>tenure of office at the next annual general meeting following their appointment in the case of a company which is registered with the<br>Registrar of Companies as an ordinary company, and at the next extraordinary general meeting following their appointment in the case of<br>a company which is registered with the Registrar of Companies as an exempted company, and at any other time during their term of office,<br>upon request of the Directors or any general meeting of the Members. |
| --- | --- |
| 43.8 | Any payment made to members of the Audit Committee (if one exists) shall require the review and approval<br>of the Directors, with any Director interested in such payment abstaining from such review and approval. |
| --- | --- |
| 43.9 | The Audit Committee shall monitor compliance with the terms of the IPO and, if any non-compliance is identified,<br>the Audit Committee shall be charged with the responsibility to take all action necessary to rectify such non-compliance or otherwise<br>cause compliance with the terms of the IPO. |
| --- | --- |
| 43.10 | At least one (1) member of the Audit Committee shall be an “audit committee financial expert”<br>as determined by the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent<br>regulatory authority or otherwise under Applicable Law. The “audit committee financial expert” shall have such past employment<br>experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background<br>which results in the individual’s financial sophistication. |
| --- | --- |
| 44 | Notices |
| --- | --- |
| 44.1 | Notices shall be in writing and may be given by the Company to any Member either personally or by sending<br>it by courier, post, cable, telex, fax or e-mail to him or to his address as shown in the Register of Members (or where the notice is<br>given by e-mail by sending it to the e-mail address provided by such Member). Notice may also be served by Electronic Communication in<br>accordance with the rules and regulations of the Designated Stock Exchange, the Securities and Exchange Commission and/or any other competent<br>regulatory authority or by placing it on the Company’s Website. |
| --- | --- |
33
| 44.2 | Where a notice is sent by: |
|---|---|
| (a) | courier; service of the notice shall be deemed to be effected by delivery of the notice to a courier company,<br>and shall be deemed to have been received on the third day (not including Saturdays or Sundays or public holidays) following the day on<br>which the notice was delivered to the courier; |
| --- | --- |
| (b) | post; service of the notice shall be deemed to be effected by properly addressing, pre paying and posting<br>a letter containing the notice, and shall be deemed to have been received on the fifth day (not including Saturdays or Sundays or public<br>holidays in the Cayman Islands) following the day on which the notice was posted; |
| --- | --- |
| (c) | cable, telex or fax; service of the notice shall be deemed to be effected by properly addressing and sending<br>such notice and shall be deemed to have been received on the same day that it was transmitted; |
| --- | --- |
| (d) | e-mail or other Electronic Communication; service of the notice shall be deemed to be effected by transmitting<br>the e-mail to the e-mail address provided by the intended recipient and shall be deemed to have been received on the same day that it<br>was sent, and it shall not be necessary for the receipt of the e-mail to be acknowledged by the recipient; and |
| --- | --- |
| (e) | placing it on the Company’s Website; service of the notice shall be deemed to have been effected<br>one hour after the notice or document was placed on the Company’s Website. |
| --- | --- |
| 44.3 | A notice may be given by the Company to the person or persons which the Company has been advised are entitled<br>to a Share or Shares in consequence of the death or bankruptcy of a Member in the same manner as other notices which are required to be<br>given under the Articles and shall be addressed to them by name, or by the title of representatives of the deceased, or trustee of the<br>bankrupt, or by any like description at the address supplied for that purpose by the persons claiming to be so entitled, or at the option<br>of the Company by giving the notice in any manner in which the same might have been given if the death or bankruptcy had not occurred. |
| --- | --- |
| 44.4 | Notice of every general meeting shall be given in any manner authorised by the Articles to every holder<br>of Shares carrying an entitlement to receive such notice on the record date for such meeting except that in the case of joint holders<br>the notice shall be sufficient if given to the joint holder first named in the Register of Members and every person upon whom the ownership<br>of a Share devolves by reason of his being a legal personal representative or a trustee in bankruptcy of a Member where the Member but<br>for his death or bankruptcy would be entitled to receive notice of the meeting, and no other person shall be entitled to receive notices<br>of general meetings. |
| --- | --- |
34
| 45 | Winding Up |
|---|---|
| 45.1 | If the Company shall be wound up, the liquidator shall apply the assets of the Company in satisfaction<br>of creditors’ claims in such manner and order as such liquidator thinks fit. Subject to the rights attaching to any Shares, in a<br>winding up: |
| --- | --- |
| (a) | if the assets available for distribution amongst the Members shall be insufficient to repay the whole<br>of the Company’s issued share capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne<br>by the Members in proportion to the par value of the Shares held by them; or |
| --- | --- |
| (b) | if the assets available for distribution amongst the Members shall be more than sufficient to repay the<br>whole of the Company’s issued share capital at the commencement of the winding up, the surplus shall be distributed amongst the<br>Members in proportion to the par value of the Shares held by them at the commencement of the winding up subject to a deduction from those<br>Shares in respect of which there are monies due, of all monies payable to the Company for unpaid calls or otherwise. |
| --- | --- |
| 45.2 | If the Company shall be wound up the liquidator may, subject to the rights attaching to any Shares and<br>with the approval of a Special Resolution of the Company and any other approval required by the Statute, divide amongst the Members in<br>kind the whole or any part of the assets of the Company (whether such assets shall consist of property of the same kind or not) and may<br>for that purpose value any assets and determine how the division shall be carried out as between the Members or different classes of Members.<br>The liquidator may, with the like approval, vest the whole or any part of such assets in trustees upon such trusts for the benefit of<br>the Members as the liquidator, with the like approval, shall think fit, but so that no Member shall be compelled to accept any asset upon<br>which there is a liability. |
| --- | --- |
| 46 | Indemnity and Insurance |
| --- | --- |
| 46.1 | Every Director and Officer (which for the avoidance of doubt, shall not include auditors of the Company),<br>together with every former Director and former Officer (each an Indemnified Person) shall to the fullest extent permitted by Applicable<br>Law be indemnified out of the assets of the Company against any liability, action, proceeding, claim, demand, costs, damages or expenses,<br>including legal expenses, whatsoever which they or any of them may incur as a result of any act or failure to act in carrying out their<br>functions other than such liability (if any) that they may incur by reason of their own actual fraud, wilful neglect or wilful default.<br>No Indemnified Person shall be liable to the Company for any loss or damage incurred by the Company as a result (whether direct or indirect)<br>of the carrying out of their functions unless that liability arises through the actual fraud, wilful neglect or wilful default of such<br>Indemnified Person. No person shall be found to have committed actual fraud, wilful neglect or wilful default under this Article unless<br>or until a court of competent jurisdiction shall have made a finding to that effect. |
| --- | --- |
35
| 46.2 | Each Member specifically agrees to waive any claim or right of action such Member might have, whether<br>individually or by, or in, the right of the Company, against any Director or Officer in connection with new or competing merger bids or<br>proposals which are proffered to the Board at any time after the execution of a definitive agreement concerning a Business Combination<br>provided that such waiver shall not extend to any matter in respect of any fraud or dishonesty in relation to the Company which may attach<br>to such Director or Officer. |
|---|---|
| 46.3 | The Company shall advance to each Indemnified Person reasonable attorneys’ fees and other costs<br>and expenses incurred in connection with the defence of any action, suit, proceeding or investigation involving such Indemnified Person<br>for which indemnity will or could be sought. In connection with any advance of any expenses hereunder, the Indemnified Person shall execute<br>an undertaking to repay the advanced amount to the Company if it shall be determined by final judgment or other final adjudication that<br>such Indemnified Person was not entitled to indemnification pursuant to this Article. If it shall be determined by a final judgment or<br>other final adjudication that such Indemnified Person was not entitled to indemnification with respect to such judgment, costs or expenses,<br>then such party shall not be indemnified with respect to such judgment, costs or expenses and any advancement shall be returned to the<br>Company (without interest) by the Indemnified Person. |
| --- | --- |
| 46.4 | The Directors, on behalf of the Company, may purchase and maintain insurance for the benefit of any Director<br>or other Officer against any liability which, by virtue of any rule of law, would otherwise attach to such person in respect of any negligence,<br>default, breach of duty or breach of trust of which such person may be guilty in relation to the Company. |
| --- | --- |
| 47 | Financial Year |
| --- | --- |
Unless the Directors otherwise prescribe, the financial year of the Company shall end on 31st December in each year and, following the year of incorporation, shall begin on 1st January in each year.
| 48 | Transfer by Way of Continuation |
|---|---|
| 48.1 | If the Company is exempted as defined in the Statute, it shall, subject to the provisions of the Statute<br>and with the approval of a Special Resolution passed in accordance with this Article 48, have the power to register by way of continuation<br>as a body corporate under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands. |
| --- | --- |
| 48.2 | Prior to the closing of a Business Combination, only the Class B Shares shall carry the right to vote<br>on any resolution of the shareholders to approve any transfer by way of continuation pursuant to this Article (including any Special Resolution<br>required to amend the constitutional documents of the Company or to adopt new constitutional documents of the Company, in each case, as<br>a result of the Company approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). |
| --- | --- |
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| 49 | Mergers and Consolidations |
|---|
The Company shall have the power to merge or consolidate with one or more other constituent companies (as defined in the Statute) upon such terms as the Directors may determine and (to the extent required by the Statute) with the approval of a Special Resolution.
| 50 | Business Combination |
|---|---|
| 50.1 | Notwithstanding any other provision of the Articles, this Article shall apply during the period commencing<br>upon the adoption of the Articles and terminating upon the first to occur of the consummation of a Business Combination and the full distribution<br>of the Trust Account pursuant to this Article. In the event of a conflict between this Article and any other Articles, the provisions<br>of this Article shall prevail. |
| --- | --- |
| 50.2 | Prior to the consummation of a Business Combination, the Company shall either: |
| --- | --- |
| (a) | submit such Business Combination to its Members for approval; or |
| --- | --- |
| (b) | provide Members with the opportunity to have their Shares repurchased by means of a tender offer for a<br>per-Share repurchase price payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business<br>days prior to the consummation of such Business Combination, including interest earned on the Trust Account (which interest shall be net<br>of Permitted Withdrawals) , divided by the number of then issued Public Shares. |
| --- | --- |
| 50.3 | If the Company initiates any tender offer in accordance with Rule 13e-4 and Regulation 14E of the Exchange<br>Act in connection with a proposed Business Combination, it shall file tender offer documents with the Securities and Exchange Commission<br>prior to completing such Business Combination which contain substantially the same financial and other information about such Business<br>Combination and the redemption rights as is required under Regulation 14A of the Exchange Act. If, alternatively, the Company holds a<br>general meeting to approve a proposed Business Combination, the Company will conduct any redemptions in conjunction with a proxy solicitation<br>pursuant to Regulation 14A of the Exchange Act, and not pursuant to the tender offer rules, and file proxy materials with the Securities<br>and Exchange Commission. |
| --- | --- |
| 50.4 | At a general meeting called for the purposes of approving a Business Combination pursuant to this Article,<br>in the event that such Business Combination is approved by Ordinary Resolution, the Company shall be authorised to consummate such Business<br>Combination. |
| --- | --- |
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| 50.5 | Any Member holding Public Shares who is not the Sponsor, a Founder, Officer or Director may, in connection<br>with any vote on a proposed Business Combination, elect to have their Public Shares redeemed for cash in accordance with any applicable<br>requirements provided for in the related proxy materials (the IPO Redemption), including, without limitation, such requirements<br>with respect to the deadline for making such election (the Election Deadline), provided that (a) no such Member, together with<br>any Affiliate of such Member or any other person with whom such Member is acting in concert or as a “group” (as defined under<br>Section 13 of the Exchange Act) may exercise this redemption<br>right with respect to more than fifteen per cent (15%) of the Public Shares in the aggregate without the prior consent of the Company<br>and (b) if the Company requires in its sole discretion, any holder that holds Public Shares beneficially through a nominee must identify<br>itself to the Company in connection with any redemption election in order to validly redeem such Public Shares. Notwithstanding the foregoing<br>sentence, the board of Directors may, at any time and either before or after the initially scheduled vote on a Business Combination, in<br>its sole discretion extend the Election Deadline to a later date and may extend an Election Deadline which has already been extended.<br>If so demanded, the Company shall pay any such redeeming Member, regardless of whether he is abstaining from voting on or voting for or<br>against such proposed Business Combination, a per-Share redemption price payable in cash, equal to the aggregate amount then on deposit<br>in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned<br>on the Trust Account (which interest shall be net of Permitted Withdrawals), divided by the number of then issued Public Shares (such<br>redemption price being referred to herein as the Redemption Price), subject to Applicable Law, but only in the event that the applicable<br>proposed Business Combination is approved and consummated. |
|---|---|
| 50.6 | A Member may not withdraw a Redemption Notice once submitted to the Company unless the Directors determine<br>(in their sole discretion) to permit the withdrawal of such redemption request (which they may do in whole or in part). |
| --- | --- |
| 50.7 | In the event that the Company does not consummate a Business Combination within the Completion Window<br>or the directors otherwise resolve to wind up the Company, the Company shall: |
| --- | --- |
| (a) | cease all operations except for the purpose of winding up; |
| --- | --- |
| (b) | as promptly as reasonably possible but not more than ten (10) business days thereafter, subject to lawfully<br>available funds, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the<br>Trust Account, including interest earned on the Trust Account (which interest shall be net of Permitted Withdrawals and up to $100,000<br>of interest to pay dissolution expenses), divided by the number of Public Shares then in issue, which redemption will completely extinguish<br>public Members’ rights as Members (including the right to receive further liquidation distributions, if any) subject to applicable<br>law; and |
| --- | --- |
| (c) | as promptly as reasonably possible following such redemption, subject to the approval of the Company’s<br>remaining Members and the Directors, liquidate and dissolve subject in each case to its obligations under Cayman Islands law to provide<br>for claims of creditors and other requirements of Applicable Law, |
| --- | --- |
subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of Applicable Law.
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| 50.8 | In the event that any amendment is made to the Articles not for the purposes of approving, or in conjunction<br>with the consummation of, a Business Combination: |
|---|---|
| (a) | to modify the substance or timing of the Company’s obligation to allow redemption in connection<br>with a Business Combination or to redeem one hundred per cent (100%) of the Public Shares if the Company has not consummated a Business<br>Combination within the Completion Window; or |
| --- | --- |
| (b) | with respect to any other material provisions relating to (i) the rights of holders of Class A Shares;<br>or (ii) pre-initial Business Combination activity, |
| --- | --- |
each holder of Public Shares who is not the Sponsor, a Founder, Officer or Director shall be provided with the opportunity to redeem their Public Shares upon the approval or effectiveness of any such amendment at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account and not previously released to the Company, including interest earned on the Trust Account (which interest shall be net of Permitted Withdrawals), divided by the number of Public Shares then in issue.
| 50.9 | Except for Permitted Withdrawals, none of the funds in the Trust Account shall be released from the Trust<br>Account until the earlier of: (i) an IPO Redemption pursuant to Article 50.5; (ii) a repurchase of Shares by means of a tender offer pursuant<br>to Article 50.2(b); (iii) a distribution of the Trust Account pursuant to Article 50.7; or (iv) an amendment under Article 50.8. A holder<br>of Public Shares shall be entitled to receive distributions from the Trust Account only in the event of (i) to (iv) under this Article<br>50.9. In no other circumstance shall a holder of Public Shares have any right or interest of any kind in the Trust Account. |
|---|---|
| 50.10 | Except in connection with the conversion of Class B Shares into Class A Shares pursuant to Article 17<br>where the holders of such Shares have waived any right to receive funds from the Trust Account, after the issue of Public Shares, and<br>prior to the consummation of a Business Combination, the Company shall not issue additional Shares or any other securities that would<br>entitle the holders thereof to: |
| --- | --- |
| (a) | receive funds from the Trust Account; or |
| --- | --- |
| (b) | vote as a class with Public Shares on a Business Combination. |
| --- | --- |
| 50.11 | A Director may vote in respect of a Business Combination in which such Director has a conflict of interest<br>with respect to the evaluation of such Business Combination. Such Director must disclose such interest or conflict to the other Directors. |
| --- | --- |
| 50.12 | The Company shall not enter into an initial Business Combination solely with another blank cheque company<br>or a similar company with nominal operations. |
| --- | --- |
| 50.13 | The Company may enter into a Business Combination with a target business that is an Affiliate of the Sponsor,<br>an Officer or a Director. In the event the Company seeks to complete a Business Combination with a target business that is an Affiliate<br>of the Sponsor, an Officer or a Director, the Company, or a committee<br>of Independent Directors, shall obtain an opinion from an independent investment banking firm or another independent entity that commonly<br>renders valuation opinions stating that the consideration to be paid by the Company in such a Business Combination is fair to the Company<br>from a financial point of view. |
| --- | --- |
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| 51 | Certain Tax Filings |
|---|
Each Tax Filing Authorised Person and any such other person, acting alone, as any Director shall designate from time to time, are authorised to file tax forms SS-4, W-8 BEN, W-8 IMY, W-9, 8832 and 2553 and such other similar tax forms as are customary to file with any US state or federal governmental authorities or foreign governmental authorities in connection with the formation, activities and/or elections of the Company and such other tax forms as may be approved from time to time by any Director or Officer. The Company further ratifies and approves any such filing made by any Tax Filing Authorised Person or such other person prior to the date of the Articles.
| 52 | Business Opportunities |
|---|---|
| 52.1 | To the fullest extent permitted by Applicable Law, none of the Sponsor or any individual serving as a<br>Director or an Officer (Management) shall have any duty, except<br>and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities<br>or lines of business as the Company. To the fullest extent permitted by Applicable Law, the Company renounces any interest or expectancy<br>of the Company in, or in being offered an opportunity to participate in, any potential transaction or matter which (a) may be a corporate<br>opportunity for Management, on the one hand, and the Company, on the other or (b) the presentation of which would breach an existing legal<br>obligation of a member of Management to any other entity. Except to the extent expressly assumed by contract, to the fullest extent permitted<br>by Applicable Law, Management shall have no duty to communicate or offer any such corporate opportunity to the Company and shall not be<br>liable to the Company or its Members for breach of any fiduciary duty as a Member, Director and/or Officer solely by reason of the fact<br>that such party pursues or acquires such corporate opportunity for itself, himself or herself, directs such corporate opportunity to another<br>person, or does not communicate information regarding such corporate opportunity to the Company. |
| --- | --- |
| 52.2 | Except as provided elsewhere in this Article, to the fullest extent permitted by Applicable Law the Company<br>hereby renounces any interest or expectancy of the Company in, or in being offered an opportunity to participate in, any potential transaction<br>or matter which may be a corporate opportunity for both the Company and Management, about which a Director and/or Officer who is also<br>a member of Management acquires knowledge. |
| --- | --- |
| 52.3 | To the extent a court might hold that the conduct of any activity related to a corporate opportunity that<br>is renounced in this Article to be a breach of duty to the Company or its Members, the Company hereby waives, to the fullest extent permitted<br>by Applicable Law, any and all claims and causes of action that the Company may have for such activities. To the fullest extent permitted<br>by Applicable Law, the provisions of this Article apply equally to activities conducted in the future and that have been conducted in<br>the past. |
| --- | --- |
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| 52.4 | Notwithstanding anything to the contrary in this Article, such renouncement shall not apply to any business<br>opportunity that is expressly offered to such person solely in his or her capacity as a Director or Officer of the Company and it is an<br>opportunity the Company is able to complete on a reasonable basis. |
|---|---|
| 53 | Exclusive Jurisdiction |
| --- | --- |
| 53.1 | Unless the Company consents in writing to the selection of an alternative forum, the courts of the Cayman<br>Islands shall have exclusive jurisdiction over any claim or dispute arising out of or in connection with the Memorandum, the Articles<br>or otherwise related in any way to each Member’s shareholding in the Company, including but not limited to: |
| --- | --- |
| (a) | any derivative action or proceeding brought on behalf of the Company; |
| --- | --- |
| (b) | any action asserting a claim of breach of any fiduciary or other duty owed by any current or former Director,<br>Officer or other employee of the Company to the Company or the Members; |
| --- | --- |
| (c) | any action asserting a claim arising pursuant to any provision of the Statute, the Memorandum or the Articles;<br>or |
| --- | --- |
| (d) | any action asserting a claim against the Company governed by the “Internal Affairs Doctrine”<br>(as such concept is recognised under the laws of the United States of America). |
| --- | --- |
| 53.2 | Each Member irrevocably submits to the exclusive jurisdiction of the courts of the Cayman Islands over<br>all such claims or disputes. |
| --- | --- |
| 53.3 | Without prejudice to any other rights or remedies that the Company may have, each Member acknowledges<br>that damages alone would not be an adequate remedy for any breach of the selection of the courts of the Cayman Islands as exclusive forum<br>and that accordingly the Company shall be entitled, without proof of special damages, to the remedies of injunction, specific performance<br>or other equitable relief for any threatened or actual breach of the selection of the courts of the Cayman Islands as exclusive forum. |
| --- | --- |
| 53.4 | This Article 53 shall not apply to any action or suits brought to enforce any liability or duty created<br>by the U.S. Securities Act of 1933, as amended, the Exchange Act, or any claim for which the federal district courts of the United States<br>of America are, as a matter of the laws of the United States, the sole and exclusive forum for determination of such a claim. |
| --- | --- |
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Exhibit 4.1
RIGHTSAGREEMENT
This Rights Agreement (this “Agreement”) is made as of June 30, 2025, between NMP Acquisition Corp., a Cayman Islands exempted company with its principal executive offices at 555 Bryant Street, No. 590, Palo Alto, CA 94301 (the “Company”) and Continental Stock Transfer & Trust Company, a New York company, with offices at 1 State Street, 30th Floor, New York, NY 10004 (the “Rights Agent”).
WHEREAS, the Company is engaged in an initial public offering (the “Public Offering”) of units of the Company’s equity securities (each, a “Public Unit” and collectively, the “Public Units”) to, each such Public Unit comprised of one Class A ordinary share of the Company, par value $.0001 per share (“Ordinary Share”) and one right to receive one-fifth (1/5) of one Ordinary Share (the “Public Rights”) upon the happening of an Exchange Event (defined below), and in connection therewith, the Company has determined to issue and deliver up to 11,500,000 Public Rights (including up to 1,500,000 Public Rights included within the Public Units that are subject to the over-allotment option) to public investors in the Public Offering;
WHEREAS, on June 30, 2025, the Company entered into a certain Unit Purchase Agreement with Next Move Capital LLC (the “Sponsor”), pursuant to which the Sponsor agreed to purchase an aggregate of 105,000 private placement units (or 112,500 private placement units if the over-allotment option is exercised in full) (the “Sponsor Private Placement Units”) simultaneously with the closing of the Public Offering at a purchase price of $10.00 per Sponsor Private Placement Unit and, in connection therewith, will issue and deliver up to an aggregate of 105,000 rights (or 112,500 rights if the over-allotment option is exercised in full) included within such Sponsor Private Placement Units (the “Sponsor Private Placement Rights”);
WHEREAS, on June 30, 2025, the Company entered into Subscription Agreements with (i) certain third-party investors (the “Third-Party Investors”) and (ii) certain individuals who are registered persons of Maxim Group LLC (the “Maxim individuals,” and together with the Third-Party Investors, the “At-Risk Capital Investors”), the representative of the several underwriters in the Public Offering, pursuant to which the At-Risk Capital Investors agreed to purchase an aggregate of 65,000 private placement units (whether or not the over-allotment option is exercised) (the “At-Risk Capital Investors Private Placement Units” and, together with the Public Units and the Sponsor Private Placement Units, the “Units”) simultaneously with the closing of the Public Offering at a purchase price of $10.00 per At-Risk Capital Investors Private Placement Unit and, in connection therewith, will issue and deliver up to an aggregate of 65,000 rights that are included within such At-Risk Capital Investors Private Placement Units (the “At-Risk Capital Investors Private Placement Rights,” and together with the Sponsor Private Placement Rights, the “Private Placement Rights”);
WHEREAS, the Company may issue additional rights that are governed by this Agreement (“Post-IPO Rights” and together with the Public Rights and Private Placement Rights, the “Rights”) in connection with, or following the consummation by the Company of, a Business Combination;
WHEREAS, the Company has filed with the Securities and Exchange Commission a registration statement on Form S-1, File No. 333-286985 (as amended, the “Registration Statement”), and the prospectus forming a part thereof (collectively, the “Prospectus”), for the registration under the Securities Act of 1933, as amended, of the Public Units, each of the securities comprising the Public Units, and the Ordinary Shares underlying the Public Rights, and the Ordinary Shares to be issued to the Representative in connection with the Public Offering;
WHEREAS, the Company desires the Rights Agent to act on behalf of the Company, and the Rights Agent is willing to so act, in connection with the issuance, registration, transfer and exchange of the Rights;
WHEREAS, the Company desires to provide for the form and provisions of the Rights, the terms upon which they shall be issued, and the respective rights, limitation of rights, and immunities of the Company, the Rights Agent, and the holders of the Rights; and
WHEREAS, all acts and things have been done and performed which are necessary to make the Rights, when executed on behalf of the Company and countersigned by or on behalf of the Rights Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this Agreement.
NOW,THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:
1. Appointment of Rights Agent. The Company hereby appoints the Rights Agent to act as agent for the Company for the Rights, and the Rights Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.
2. Rights.
2.1 Form of Right. Each Right shall be issued in registered form in substantially the form of Exhibit A hereto, the provisions of which are incorporated herein and shall be signed by, or bear the facsimile signature of, any director or officer of the Company or the Chairman of the Board. In the event the person whose facsimile signature has been placed upon any Right shall have ceased to serve in the capacity in which such person signed the Right before such Right is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.
2.2 Effect of Countersignature. Unless and until countersigned by the Rights Agent pursuant to this Agreement, a Right shall be invalid and of no effect and may not be exchanged for Ordinary Shares.
2.3 Registration.
2.3.1 Right Register. The Rights Agent shall maintain books (“Right Register”) for the registration of original issuance and the registration of transfer of the Rights. Upon the initial issuance of the Rights, the Rights Agent shall issue and register the Rights in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Rights Agent by the Company.
2.3.2 Registered Holder. Prior to due presentment for registration of transfer of any Right, the Company and the Rights Agent may deem and treat the person in whose name such Right shall be registered upon the Right Register (“Registered Holder”) as the absolute owner of such Right and of each Right represented thereby (notwithstanding any notation of ownership or other writing on the Right Certificate made by anyone other than the Company or the Rights Agent), for the purpose of the exchange thereof, and for all other purposes, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary.
2.4 Detachability of Rights. The securities comprising the Public Units, including the Rights, will begin to trade separately on (i) the first trading day following the 52nd business day after the effectiveness of the Registration Statement, or (ii) such earlier date as the Representative shall determine is acceptable. In no event will separate trading of the securities comprising the Public Units commence until the Company (i) files a Current Report on Form 8-K with the SEC including an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the Public Offering and (ii) issues a press release announcing when such separate trading will begin.
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Terms and Exchange of Rights
3.1 Rights. Except in cases where the Company is not the surviving entity after the occurrence of an Exchange Event, each holder of a Right shall automatically receive one-fifth of one Ordinary Share upon consummation of an Exchange Event. No additional consideration shall be paid by a holder of Rights in order to receive his, her or its Ordinary Shares upon an Exchange Event, as the purchase price for such Ordinary Shares has been included in the purchase price for the Units. In no event will the Company be required to net cash settle the Rights or issue fractional Ordinary Shares. The provisions of this Section 3.1 may not be modified, amended or deleted without the prior written consent of the Representative.
3.2 Exchange Event. An “Exchange Event” shall occur upon the Company’s consummation of an initial Business Combination (as defined in the Company’s amended and restated memorandum and articles of association (as may amended, restated or amended and restated (the “Articles”)).
3.3 Exchange of Rights.
3.3.1 Issuance of Certificates. As soon as practicable upon the occurrence of an Exchange Event, the Company shall direct holders of the Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificate, the Company shall make (or cause to be made) entries in its Register of Members of the Company and issue to the Registered Holder of such Right(s) a certificate or certificates for the number of full Ordinary Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it. The Company shall not issue fractional shares upon exchange of Rights. At the time of an Exchange Event, the Company will either instruct the Rights Agent to round down to the nearest whole Ordinary Share or otherwise inform it how fractional shares will be addressed in accordance with Cayman Islands law and the Articles.
3.3.2 Valid Issuance. All Ordinary Shares issued upon an Exchange Event in conformity with this Agreement and the Company’s Articles shall be validly issued, fully paid and nonassessable.
3.3.3 Date of Issuance. Each person in whose name any such certificate for Ordinary Shares is issued shall for all purposes be deemed to have become the holder of record of such shares on the date that the person’s name is entered in the Register of Members of the Company, which shall be the date of the Exchange Event, irrespective of the date of delivery of such certificate.
3.3.4 Company Not Surviving Following Exchange Event. Upon an Exchange Event in which the Company does not continue as the surviving entity, each holder of a Right will be required to affirmatively convert his, her or its Rights in order to receive the 1/5 of an Ordinary Share underlying each Right (without paying any additional consideration) upon consummation of the Exchange Event. Each holder of a Right will be required to indicate his, her or its election to convert the Rights into the underlying Ordinary Shares as well as to return the original certificates evidencing the Rights to the Company.
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3.4 Duration of Rights. If an Exchange Event does not occur within the time period set forth in the Articles, as amended from time to time, the Rights shall expire and shall be worthless.
4. Transfer and Exchange of Rights.
4.1 Registration of Transfer. The Rights Agent shall register the transfer, from time to time, of any outstanding Right upon the Right Register, upon surrender of such Right for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Right representing an equal aggregate number of Rights shall be issued and the old Right shall be cancelled by the Rights Agent. The Rights so cancelled shall be delivered by the Rights Agent to the Company from time to time upon request.
4.2 Procedure for Surrender of Rights. Rights may be surrendered to the Rights Agent, together with a written request for exchange or transfer, and thereupon the Rights Agent shall issue in exchange therefor one or more new Rights as requested by the Registered Holder of the Rights so surrendered, representing an equal aggregate number of Rights; provided, however, that in the event that a Right surrendered for transfer bears a restrictive legend, the Rights Agent shall not cancel such Right and issue new Rights in exchange therefor until the Rights Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Rights must also bear a restrictive legend.
4.3 Fractional Shares. The Rights Agent will not issue fractional Ordinary Shares in connection with an exchange or transfer of Rights. Fractional Ordinary Shares will either be rounded down to the nearest whole Ordinary Share or otherwise addressed in accordance with Cayman Islands law. As a result, you must hold Rights in multiples of five (5) in order to receive Ordinary Shares for all of your Rights upon closing of a Business Combination.
4.4 Service Charges. No service charge shall be made for any exchange or registration of transfer of Rights.
4.5 Right Execution and Countersignature. The Rights Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement, the Rights required to be issued pursuant to the provisions of this Section 4, and the Company, whenever required by the Rights Agent, will supply the Rights Agent with Rights duly executed on behalf of the Company for such purpose.
5. Other Provisions Relating to Rights of Holders of Rights.
5.1 No Rights as Shareholder. Until exchange of a Right for Ordinary Shares as provided for herein, a Right does not entitle the Registered Holder thereof to any of the rights of a shareholder of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as shareholders in respect of the meetings of shareholders or the election of directors of the Company or any other matter.
5.2 Lost, Stolen, Mutilated, or Destroyed Rights. If any Right is lost, stolen, mutilated, or destroyed, the Company and the Rights Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Right, include the surrender thereof), issue a new Right of like denomination, tenor, and date as the Right so lost, stolen, mutilated, or destroyed. Any such new Right shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated, or destroyed Right shall be at any time enforceable by anyone.
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5.3 Reservation of Ordinary Shares. The Company shall at all times reserve and keep available a number of its authorized but unissued Ordinary Shares that will be sufficient to permit the exchange of all outstanding Rights issued pursuant to this Agreement.
5.4 Adjustments to Conversion Ratios. The number of Ordinary Shares that the holders of Rights are entitled to receive as a result of the occurrence of an Exchange Event shall be equitably adjusted to reflect appropriately the effect of any share split, share dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the Ordinary Shares occurring on or after the date hereof and prior to the Exchange Event. For the avoidance of doubt, no adjustment shall be made to the number of Ordinary Shares that the holders of Rights are entitled to receive as a result of the occurrence of an Exchange Event solely as a result of an adjustment to the conversion ratio of the Class B ordinary shares of the Company, $.0001 par value per share (the “Class B Ordinary Shares”), into Ordinary Shares or the conversion of any Class B Ordinary Shares into Ordinary Shares, in each case, pursuant to the Articles.
6. Concerning the Rights Agent and Other Matters.
6.1 Payment of Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Rights Agent in respect of the issuance or delivery of Ordinary Shares upon the exchange of Rights, but the Company shall not be obligated to pay any transfer taxes in respect of the Rights or such shares.
6.2 Resignation, Consolidation, or Merger of Rights Agent.
6.2.1 Appointment of Successor Rights Agent. The Rights Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office of the Rights Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Rights Agent in place of the Rights Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after it has been notified in writing of such resignation or incapacity by the Rights Agent or by the holder of the Right (who shall, with such notice, submit his, her or its Right for inspection by the Company), then the holder of any Right may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Rights Agent at the Company’s cost. Any successor Rights Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under the laws of the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment, any successor Rights Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Rights Agent with like effect as if originally named as Rights Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Rights Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Rights Agent all the authority, powers, and rights of such predecessor Rights Agent hereunder; and upon request of any successor Rights Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Rights Agent all such authority, powers, rights, immunities, duties, and obligations.
6.2.2 Notice of Successor Rights Agent. In the event a successor Rights Agent shall be appointed, the Company shall give notice thereof to the predecessor Rights Agent and the transfer agent for the Ordinary Shares not later than the effective date of any such appointment.
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6.2.3 Merger or Consolidation of Rights Agent. Any corporation into which the Rights Agent may be merged or with which it may be consolidated or any corporation resulting from any merger or consolidation to which the Rights Agent shall be a party shall be the successor Rights Agent under this Agreement without any further act.
6.3 Fees and Expenses of Rights Agent.
6.3.1 Remuneration. The Company agrees to pay the Rights Agent reasonable remuneration for its services as such Rights Agent hereunder and will reimburse the Rights Agent upon demand for all expenditures that the Rights Agent may reasonably incur in the execution of its duties hereunder.
6.3.2 Further Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Rights Agent for the carrying out or performing of the provisions of this Agreement.
6.4 Liability of Rights Agent.
6.4.1 Reliance on Company Statement. Whenever in the performance of its duties under this Agreement, the Rights Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a statement signed by a director or officer of the Company or the Chairman of the Board and delivered to the Rights Agent. The Rights Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.
6.4.2 Indemnity. The Rights Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. Subject to Section 6.6 below, the Company agrees to indemnify the Rights Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Rights Agent in the execution of this Agreement except as a result of the Rights Agent’s gross negligence, willful misconduct, or bad faith.
6.4.3 Exclusions. The Rights Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Right (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Right; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any Ordinary Shares to be issued pursuant to this Agreement or any Right or as to whether any Ordinary Shares will when issued be valid and fully paid and nonassessable.
6.5 Acceptance of Agency. The Rights Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms and conditions herein set forth.
6.6 Waiver. The Rights Agent hereby waives any right of set-off or any other right, title, interest or claim of any kind (“Claim”) in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Rights Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.
6
Miscellaneous Provisions.
7.1 Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Rights Agent shall bind and inure to the benefit of their respective successors and assigns.
7.2 Notices. Any notice, statement or demand authorized by this Agreement to be given or made by the Rights Agent or by the holder of any Right to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Company with the Rights Agent), as follows:
NMP Acquisition Corp.
555 Bryant Street, No. 590
Palo Alto, California
United States 94301
Attention: Melanie Figueroa, Chief Executive Officer and Director
Email: [●]
Any notice, statement or demand authorized by this Agreement to be given or made by the holder of any Right or by the Company to or on the Rights Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Rights Agent with the Company), as follows:
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, NY 10004
Attention: Compliance Department
Email: [●]
in each case, with copies to:
Mitchell Silberberg & Knupp LLP
437 Madison Avenue, 25th Floor
New York, NY 10022
Attn.: Blake Baron, Esq.
Email: [●]
and
Maxim Group LLC
300 Park Avenue
New York, NY 10174
Attn.: James Siegel, General Counsel
Email: [●]
and
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, NY 10105
Attn.: Barry Grossman, Esq.,
Anthony Ain, Esq.
Email: [●]
7
7.3 Applicable Law. The validity, interpretation, and performance of this Agreement and of the Rights shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, this provision will not apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934 or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 7.2 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim.
7.4 Persons Having Rights under this Agreement. Nothing in this Agreement expressed and nothing that may be implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the Registered Holders of the Rights and, for the purposes of Sections 3.1, 7.4 and 7.8 hereof, the Representative, any right, remedy, or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. The Representative shall be deemed to be a third-party beneficiary of this Agreement with respect to Sections 3.1, 7.4 and 7.8 hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto (and the Representative with respect to the Sections 3.1, 7.4 and 7.8 hereof) and their successors and assigns and of the Registered Holders of the Rights. The provisions of this Section 7.4 may not be modified, amended or deleted without the prior written consent of the Representative.
7.5 Examination of the Right Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Rights Agent in the Borough of Manhattan, City and State of New York, for inspection by the Registered Holder of any Right. The Rights Agent may require any such holder to submit his, her or its Right for inspection by it.
7.6 Counterparts. This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
7.7 Effect of Headings. The Section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation thereof.
7.8 Amendments. This Agreement may be amended by the parties hereto without the consent of any Registered Holder for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely affect the interest of the Registered Holders. All other modifications or amendments shall require the written consent or vote of the Registered Holders of a majority of the then outstanding Rights, as well as the affirmative vote or consent of the Representative; provided, however, that the affirmative vote or consent of the Representative shall only be required if the Representative or its permitted transferees or designees own any Rights. The provisions of this Section 7.8 may not be modified, amended or deleted without the prior written consent of the Representative.
7.9 Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
8
INWITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above written.
| NMP ACQUISITION CORP. | |
|---|---|
| By: | /s/ Melanie Figueroa |
| Name: | Melanie Figueroa |
| Title: | Chief Executive Officer and Director |
| CONTINENTAL STOCK TRANSFER & TRUST COMPANY | |
| By: | /s/ Steven Vacante |
| Name: | Steven Vacante |
| Title: | Vice President |
[SignaturePage to Rights Agreement]
9
EXHIBIT A
Formof Right
| NUMBER NMPAR | RIGHTS |
|---|
NMPACQUISITION CORP.
ANEXEMPTED COMPANY INCORPORATED UNDER THE LAWS OF THE
CAYMANISLANDS
SEEREVERSE FORCERTAIN DEFINITIONS
CUSIPG6375X112
THISCERTIFIES THAT, for value received, _______________________________________
is the registered holder of a right or rights (each, a “Right”) to automatically receive one-fifth (1/5) of one Class A Ordinary Share, $0.0001 par value (“Ordinary Shares”), of NMP Acquisition Corp. (the “Company”) for each Right evidenced by this Right Certificate on the Company’s completion of an initial Business Combination (as defined in the Company’s amended and restated articles of association (the “Articles”) and further described in the prospectus relating to the Company’s initial public offering (“Prospectus”)) upon surrender of this Right Certificate pursuant to the Rights Agreement between the Company and Continental Stock Transfer & Trust Company, as Rights Agent (the “Rights Agent”). In no event will the Company be required to net cash settle any Right.
Upon liquidation and dissolution of the Company in the event an initial business combination is not consummated during the required period as identified in the Articles, the Rights shall expire and be worthless. The holder of a Right shall have no right or interest of any kind in the Company’s Trust Account (as defined in the Prospectus).
Upon due presentment for registration of transfer of the Right Certificate at the office or agency of the Rights Agent, a new Right Certificate or Right Certificates of like tenor and evidencing in the aggregate a like number of Rights shall be issued to the transferee in exchange for this Right Certificate, without charge except for any applicable tax or other governmental charge. The Company shall not issue fractional shares upon exchange of Rights. The Company reserves the right to deal with any fractional entitlement at the relevant time in any manner (as provided in the Rights Agreement).
The Company and the Rights Agent may deem and treat the registered holder as the absolute owner of this Right Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any conversion hereof, of any distribution to the registered holder, and for all other purposes, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary.
This Right does not entitle the registered holder to any of the rights of a shareholder of the Company. This Right shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles thereof.
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| Dated: | |
|---|---|
| Director | Chief Financial Officer |
| Continental Stock Transfer<br> & Trust Company, as Rights Agent |
The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:
| TEN COM | — | as tenants in common | UNIF GIFT — MIN ACT | Custodian | |
|---|---|---|---|---|---|
| (Cust) | (Minor) | ||||
| TEN ENT | — | as tenants by the entireties | |||
| JT TEN | — | as joint tenants with right<br> of survivorship and not as tenants in common | under<br> Uniform Gifts to Minors Act | ||
| (State) |
Additional Abbreviations may also be used though not in the above list.
11
NMPAcquisition Corp.
The Company will furnish without charge to each shareholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of shares or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences and/or rights. This certificate and the rights represented thereby are issued and shall be held subject to all the provisions of the Company's amended and restated memorandum and articles of association and all amendments thereto and resolutions of the Board of Directors providing for the issue of Ordinary Shares (copies of which may be obtained from the directors of the Company), to all of which the holder of this certificate by acceptance hereof assents.
Forvalue received, _______________________ hereby sells, assigns and transfers unto
| PLEASE INSERT SOCIAL SECURITY<br> OR OTHER<br><br> IDENTIFYING NUMBER OF ASSIGNEE |
|---|
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
rightsrepresented by the within Certificate, and do hereby irrevocably constitute and appoint
__________________________________________________________________________Attorneyto transfer the said Units on the books of the within named Company with full power of substitution in the premises.
| Dated | ||
|---|---|---|
| Notice: | The signature to this assignment<br> must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement<br> or any change whatever. |
Signature(s) Guaranteed:
12
| THE<br> SIGNATURE(S) SHOULD BE<br><br> GUARANTEED BY AN ELIGIBLE GUARANTOR<br><br> INSTITUTION (BANKS, STOCKBROKERS,<br><br> SAVINGS AND LOAN ASSOCIATIONS AND<br><br> CREDIT UNIONS WITH MEMBERSHIP IN AN<br><br> APPROVED SIGNATURE GUARANTEE<br><br> MEDALLION PROGRAM, PURSUANT TO S.E.C.<br><br> RULE 17Ad-15). |
|---|
The holder of this certificate shall have no right or interest of any kind in or to the funds held in the Company’s trust account (as defined in the Prospectus).
13
Exhibit 10.1
June 30, 2025
NMP Acquisition Corp.
555 Bryant Street, No. 590
Palo Alto, CA 94301
Maxim Group LLC
300 Park Avenue
New York, NY 10022
Re: Initial Public Offering
Ladies and Gentlemen:
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between NMP Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Maxim Group LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one right to receive one-fifth (1/5) of one Ordinary Share (the “Rights”). Certain capitalized terms used herein are defined in paragraph 16 hereof.
In order to induce the Company and the Representative to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit that such IPO will confer upon the undersigned as a shareholder of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the Company as follows:
| 1. | If the Company solicits approval of its shareholders of a Business<br>Combination, the undersigned will vote all Ordinary Shares and Founder Shares (as defined below) beneficially owned by him, her or it,<br>whether acquired before, in or after the IPO, in favor of such Business Combination (including any proposals recommended by the Company’s<br>board of directors in connection with such Business Combination) (except that any Ordinary Shares that may be purchased in compliance<br>with the requirements of Rule 14e-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), would<br>not be voted in favor of approving such Business Combination). | |
|---|---|---|
| 2. | (a) | Unless the Company’s shareholders are previously<br>given the option to redeem their shares in connection with amending applicable documents to extend the time that the Company has to complete<br>a Business Combination and the Company fails to consummate a Business Combination within 18 months from the closing of the Company’s<br>IPO, the undersigned shall take all reasonable steps to (i) cause the Trust Account (net, with respect to interest income, of permitted<br>withdrawals and up to $100,000 of interest to pay dissolution expenses) to be liquidated and distributed to the holders of the IPO Shares<br>and (ii) cause the Company to liquidate as soon as reasonably practicable. |
| --- | --- | --- |
| (b) | The undersigned hereby waives any and all right, title, interest<br>or claim of any kind in or to any distribution of the Trust Account and any remaining net assets of the Company as a result of such liquidation<br>with respect to his, her or its Insider Shares including any shares underlying the Private Units (“Claim”) and hereby<br>waives any Claim the undersigned may have in the future as a result of, or arising out of, any contracts or agreements with the Company<br>and will not seek recourse against the Trust Account for any reason whatsoever. The undersigned acknowledges and agrees that there will<br>be no distribution from the Trust Account with respect to any Rights underlying the Private Units, all of which will terminate on the<br>Company’s liquidation. | |
| --- | --- | |
| 3. | In the event of the<br> liquidation of the Trust Account, the undersigned agrees to indemnify and hold harmless the<br> Company against any and all loss, liability, claims, damage and expense whatsoever (including,<br> but not limited to, any and all legal or other expenses reasonably incurred in investigating,<br> preparing or defending against any litigation, whether pending or threatened, or any claim<br> whatsoever) which the Company may become subject as a result of any claim by any target business<br> or vendor or other person who is owed money by the Company for services rendered or products<br> sold or contracted for, but only to the extent necessary to ensure that such loss, liability,<br> claim, damage or expense does not reduce the amount of funds in the Trust Account; provided<br> that such indemnity shall not apply if such target business, vendor or other person has executed<br> an agreement waiving any claims against the Trust Account.^1^ | |
| --- | --- | |
| 4. | In the event that the<br> Company does not consummate a Business Combination and must liquidate and its remaining net<br> assets are insufficient to complete such liquidation, the undersigned agrees to advance such<br> funds necessary to complete such liquidation and agrees not to seek recourse for such expenses.^2^ | |
| --- | --- | |
| 5. | (a) | The undersigned agrees that it, he or she shall not Transfer<br>any Class B Ordinary Shares purchased by or issued to the undersigned (the “Founder Shares”), including the Ordinary<br>Shares converted therefrom, until the earlier of (A) six months after the completion of the Company’s initial Business Combination<br>or (B) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction<br>that results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other<br>property. Notwithstanding the foregoing, if the last sale price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted<br>for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20<br>trading days within any 30-trading day period commencing any time 75 days after the completion of the Company’s initial Business<br>Combination, the Founder Shares will be released from the lock-up (the “Founder Shares Lock-up Period”). |
| --- | --- | --- |
| (b) | The undersigned agrees that it, he or she shall not Transfer<br>any Private Units (including any shares underlying the Private Units), until 30 days after the completion of the Company’s initial<br>Business Combination (the “Private Lock-up Period”, together with the Founder Shares Lock-up Period, the “Lock-up<br>Periods”). | |
| --- | --- | |
| ^1^ | Next Move Capital LLC only. | |
| --- | --- | |
| ^2^ | Next Move Capital LLC only. | |
| --- | --- |
2
| (c) | Notwithstanding the provisions set forth in Sections 5(a) and<br>(b), Transfers of the Founder Shares or Private Units (including any shares underlying the Private Units) are permitted (a) to the Company’s<br>officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members of the Sponsor,<br>or any affiliates of the Sponsor; (b) in the case of an individual, transfers by gift to a member of the individual’s immediate<br>family, to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or<br>to a charitable organization; (c) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of<br>the individual; (d) in the case of an individual, transfers pursuant to a qualified domestic relations order; (e) transfers in the event<br>of the Company’s liquidation prior to the completion of an initial Business Combination; (f) transfers by virtue of the laws of<br>the Cayman Islands or the Sponsor’s organizational documents upon dissolution of the Sponsor; provided, however, that in the case<br>of clauses (a) through (d), these permitted transferees must enter into a written agreement agreeing to be bound by the restrictions<br>herein. |
|---|---|
| 6. | In order to minimize potential conflicts of interest which may<br>arise from multiple affiliations, the undersigned agrees to present to the Company for its consideration, prior to presentation to any<br>other person or entity, any suitable opportunity to acquire a target business, until the earlier of the consummation by the Company of<br>a Business Combination or the liquidation of the Company, subject to any pre-existing fiduciary and contractual obligations the undersigned<br>might have. |
| --- | --- |
| 7. | The undersigned acknowledges and agrees that prior to entering<br>into a Business Combination with a target business that is affiliated with any Insiders of the Company or their affiliates, including<br>any company that is a portfolio company of, or otherwise affiliated with, or has received financial investment from, an entity with which<br>any Insider or their affiliates is affiliated, such transaction must be approved by a majority of the Company’s disinterested independent<br>directors and the Company must obtain an opinion from an independent investment banking firm that such Business Combination is fair to<br>the Company’s unaffiliated shareholders from a financial point of view. |
| --- | --- |
| 8. | Except as set forth in the Registration Statement, neither the<br>undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive and will not<br>accept any compensation or other cash payment prior to, or for services rendered in connection with, the consummation of the Business<br>Combination; provided that the Company shall be allowed to repay any loans made by the undersigned or its affiliates/designees to the<br>Company in cash upon the earlier of consummation of the Business Combination or on the date of the Company’s dissolution. Notwithstanding<br>the foregoing, the undersigned and any affiliate of the undersigned shall be entitled to reimbursement from the Company for their out-of-pocket<br>expenses incurred in connection with identifying, investigating and consummating a Business Combination with approval from the Chief<br>Financial Officer. Notwithstanding anything to the contrary in this Section 8, repayments or reimbursements shall be made solely from<br>assets of the Company, if any, held outside of the Trust Account, and shall not in any circumstance be made out of assets held in the<br>Trust Account, including interest thereon; provided that repayments or reimbursements may be made from amounts that have been withdrawn<br>from the Trust Account as permitted withdrawals (as defined below). |
| --- | --- |
3
| 9. | Neither the undersigned, any member of the family of the undersigned,<br>nor any affiliate of the undersigned will be entitled to receive or accept a finder’s fee or any other compensation in the event<br>the undersigned, any member of the family of the undersigned or any affiliate of the undersigned originates a Business Combination. |
|---|---|
| 10. | The undersigned, as applicable, agrees to be a director/officer<br>of the Company until the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company. The<br>undersigned’s biographical information previously furnished to the Company and the Representative is true and accurate in all material<br>respects, does not omit any material information with respect to the undersigned’s biography and contains all of the information<br>required to be disclosed pursuant to Item 401 of Regulation S-K, promulgated under the Securities Act of 1933, as amended (the “Securities<br>Act”). The undersigned’s FINRA Questionnaire previously furnished to the Company and the Representative is true and accurate<br>in all material respects. The undersigned represents and warrants that: |
| --- | --- |
| (a) | He, she or it has never had a petition under the federal bankruptcy<br>laws or any state insolvency law been filed by or against (i) him, her or it, or any partnership in which he or she was a general partner<br>at or within two years before the time of filing; or (ii) any corporation or business association of which he or she was an executive<br>officer at or within two years before the time of such filing; |
| --- | --- |
| (b) | He, she or it has never had a receiver, fiscal agent or similar<br>officer been appointed by a court for his business or property, or any such partnership; |
| --- | --- |
| (c) | He, she or it has never been convicted of fraud in a civil or<br>criminal proceeding; |
| --- | --- |
| (d) | He, she or it has never been convicted in a criminal proceeding<br>or named the subject of a pending criminal proceeding (excluding traffic violations and minor offenses); |
| --- | --- |
| (e) | He, she or it has never been the subject of any order, judgment<br>or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining<br>or otherwise limiting him, her or it from (i) acting as a futures commission merchant, introducing broker, commodity trading advisor,<br>commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission<br>(“CFTC”) or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer<br>in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance<br>company, or from engaging in or continuing any conduct or practice in connection with any such activity; or (ii) engaging in any type<br>of business practice; or (iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection<br>with any violation of federal or state securities or federal commodities laws; |
| --- | --- |
| (f) | He, she, or it has never been the subject of any order, judgment<br>or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting<br>for more than 60 days his, her or its right to engage in any activity described in 11(e)(i) above, or to be associated with persons engaged<br>in any such activity; |
| --- | --- |
4
| (g) | He, she, or it has never been found by a court of competent<br>jurisdiction in a civil action or by the SEC to have violated any federal or state securities law, where the judgment in such civil action<br>or finding by the SEC has not been subsequently reversed, suspended or vacated; |
|---|---|
| (h) | He, she, or it has never been found by a court of competent<br>jurisdiction in a civil action or by the CFTC to have violated any federal commodities law, where the judgment in such civil action or<br>finding by the CFTC has not been subsequently reversed, suspended or vacated; |
| --- | --- |
| (i) | He, she, or it has never been the subject of, or a party to,<br>any Federal, State or foreign judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended or<br>vacated, relating to an alleged violation of (i) any Federal, State or foreign securities or commodities law or regulation, (ii) any<br>law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction,<br>order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and desist order, or removal or prohibition<br>order or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; |
| --- | --- |
| (j) | He, she or it has never been the subject of, or party to, any<br>sanction or order, not subsequently reversed, suspended or vacated, or any self-regulatory organization, any registered entity, or any<br>equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with<br>a member; |
| --- | --- |
| (k) | He, she or it has never been convicted of any felony or misdemeanor:<br>(i) in connection with the purchase or sale of any security; (ii) involving the making of any false filing with the SEC; or (iii) arising<br>out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment advisor or paid solicitor<br>of purchasers of securities; |
| --- | --- |
| (l) | He, she or it was never subject to a final order of a state<br>or foreign securities commission (or an agency of officer of a state performing like functions); a state or foreign authority that supervises<br>or examines banks, savings associations, or credit unions; a state or foreign insurance commission (or an agency or officer of a state<br>performing like functions); an appropriate federal or foreign banking agency; the CFTC; or the National Credit Union Administration that<br>is based on a violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct; |
| --- | --- |
| (m) | He, she or it has never been subject to any order, judgment<br>or decree of any court of competent jurisdiction, that, at the time of the sale of the Units, restrained or enjoined him, her or it from<br>engaging or continuing to engage in any conduct or practice: (i) in connection with the purchase or sale of any security; (ii) involving<br>the making of any false filing with the SEC or any foreign regulatory agency with similar functions; or (iii) arising out of the conduct<br>of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of<br>securities; |
| --- | --- |
5
| (n) | He, she or it has never been subject to any order of the SEC<br>or any foreign regulatory agency with similar functions that orders him, her or it to cease and desist from committing or causing a future<br>violation of: (i) any scienter-based anti-fraud provision of the federal securities laws, including, but not limited to, Section 17(a)(1)<br>of the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, Section 15(c) and Section 206(1) of the Advisers<br>Act or any other rule or regulation thereunder; or (ii) Section 5 of the Securities Act; |
|---|---|
| (o) | He, she or it has never filed (as a registrant or issuer), or<br>been named as an underwriter in any registration statement or Regulation A offering statement filed with the SEC that was the subject<br>of a refusal order, stop order, or order suspending the Regulation A exemption, or is, currently, the subject of an investigation or<br>proceeding to determine whether a stop order or suspension order should be issued; |
| --- | --- |
| (p) | He, she or it has never been subject to a United States Postal<br>Service false representation order, or is currently subject to a temporary restraining order or preliminary injunction with respect to<br>conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail<br>by means of false representations; |
| --- | --- |
| (q) | He, she or it is not subject to a final order of a state securities<br>commission (or an agency of officer of a state performing like functions); a state authority that supervises or examines banks, savings<br>associations, or credit unions; a state insurance commission (or an agency or officer of a state performing like functions); an appropriate<br>federal banking agency; the CFTC; or the National Credit Union Administration that bars the undersigned from: (i) association with an<br>entity regulated by such commission, authority, agency or officer; (ii) engaging in the business of securities, insurance or banking;<br>or (iii) engaging in savings association or credit union activities; |
| --- | --- |
| (r) | He, she or it is not subject to an order of the SEC entered<br>pursuant to section 15(b) or 15B(c) of the Exchange Act or section 203(e) or 203(f) of the Investment Advisers Act of 1940 (the “Advisers<br>Act”) that: (i) suspends or revokes the undersigned’s registration as a broker, dealer, municipal securities dealer or<br>investment adviser; (ii) places limitations on the activities, functions or operations of, or imposes civil money penalties on, such<br>person; or (iii) bars the undersigned from being associated with any entity or from participating in the offering of any penny stock;<br>and |
| --- | --- |
| (s) | He, she or it has never been suspended or expelled from membership<br>in, or suspended or barred from association with a member of, a securities self-regulatory organization (e.g., a registered national<br>securities exchange or a registered national or affiliated securities association) for any act or omission to act constituting conduct<br>inconsistent with just and equitable principles of trade. |
| --- | --- |
| 11. | The undersigned has full right and power, without violating<br>any agreement by which he, she or it is bound, to enter into this letter agreement and to serve as a director and/or officer of the Company,<br>as applicable. |
| --- | --- |
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| 12. | In the event the over-allotment<br> option granted to the Underwriters of the IPO is not exercised in full, the Sponsor acknowledges<br> and agrees that it (and, if applicable, any transferee of any of the Class B Ordinary Shares<br> purchased and issued to the undersigned hereunder) shall forfeit any and all rights to such<br> number of the Class B Ordinary Shares purchased and issued to the undersigned hereunder (up<br> to an aggregate of all of the 500,000 Class B Ordinary Shares so purchased and issued and<br> pro rata based upon the percentage of the over-allotment option exercised) such that immediately<br> following such forfeiture, the undersigned (and any such transferees of the undersigned)<br> will own, in total, an aggregate number of the ordinary shares (not including the ordinary<br> shares underlying any private placement units (whether comprised in any such units or standing<br> alone) that may be issued to the undersigned upon exercise of any securities or rights purchased<br> by the undersigned in the IPO or in the aftermarket) equal to 25.0% of the issued and outstanding<br> ordinary shares of the Company immediately following the IPO. If any of the Class B Ordinary<br> Shares are forfeited in accordance with this clause 12, then after such time the undersigned<br> (or any successor in interest), shall no longer have any rights as a holder of such forfeited<br> Class B Ordinary Shares, and the Company shall take such action as is appropriate to redeem<br> and cancel such forfeited Class B Ordinary Shares, which may include by way of the compulsory<br> redemption and cancellation of such Class B Ordinary Shares for nil consideration. In addition,<br> the undersigned hereby irrevocably grants the Company a limited power of attorney for the<br> purpose of effectuating the foregoing and agrees to take any and all action reasonably requested<br> by the Company necessary to effect any adjustment in this clause 12 (including any such redemption<br> as is referred to herein above).^3^ |
|---|---|
| 13. | The undersigned hereby waives his, her or its right to exercise<br>redemption rights with respect to any ordinary shares owned or to be owned by the undersigned, directly or indirectly, whether purchased<br>by the undersigned prior to the IPO, in the IPO or in the aftermarket, and agrees that he, she or it will not seek redemption with respect<br>to or otherwise sell, such shares in connection with any vote to approve a Business Combination with respect thereto, a vote to amend<br>the provisions of the Company’s Amended and Restated Memorandum and Articles of Association, or a tender offer by the Company prior<br>to a Business Combination. |
| --- | --- |
| 14. | The undersigned hereby agrees to not propose, or vote in favor<br>of, an amendment to the Company’s Amended and Restated Memorandum and Articles of Association with respect to the Company’s<br>pre-Business Combination activities prior to the consummation of a Business Combination unless the Company offers holders of IPO Shares<br>the right to receive their pro rata portion of the funds then held in the Trust Account. |
| --- | --- |
| 15. | This letter agreement shall be governed by and construed and<br>enforced in accordance with the laws of the State of New York without giving effect to conflicts of law principals that would result<br>in the application of the substantive laws of another jurisdiction. The parties hereto (i) all agree that any action, proceeding, claim<br>or dispute arising out of, or relating in any way to, this Letter Agreement shall be brought and enforced in the courts of New York City,<br>in the State of New York, and irrevocably submit to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and<br>(ii) waive any objection to such exclusive jurisdiction and venue or that such courts represent an inconvenient forum |
| --- | --- |
| ^3^ | Next Move Capital LLC only. |
| --- | --- |
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| 16. | As used herein, (i) a “Business Combination”<br>shall mean a merger, share exchange, asset acquisition, contractual arrangement, share purchase, recapitalization, reorganization or<br>other similar business combination with one or more businesses or entities; (ii) “Insiders” shall mean all officers,<br>directors and shareholders of the Company immediately prior to the IPO; (iii) “Insider Shares” shall mean all of any<br>Ordinary Shares underlying the Private Units and the Founder Shares; (iv) “IPO Shares” shall mean the Ordinary Shares<br>issued in the Company’s IPO; (v) “permitted withdrawals” shall mean amounts withdrawn from the Trust Account<br>(x) to fund our working capital requirements, up to $300,000, in the aggregate, of the interest earned on the Trust Account, and/or (y)<br>to pay our income and franchise taxes, if any, provided that all permitted withdrawals can only be made from interest and not from the<br>principal held in the Trust Account; (vi) “Private Units” shall mean (x) the Units purchased in the private placement<br>taking place simultaneously with the consummation of the Company’s IPO and (y) the additional Units that may be purchased in connection<br>with the exercise of the over-allotment option by the Underwriters in the IPO as described in the Registration Statement; (vii) “Registration<br>Statement” means the registration statement on Form S-1 filed by the Company with respect to the IPO; (viii) “Sponsor”<br>means Next Move Capital LLC; and (ix) “Trust Account” shall mean the trust account into which a portion of the net<br>proceeds of the Company’s IPO will be deposited, as described in the Registration Statement. |
|---|---|
| 17. | Any notice, consent or request to be given in connection with<br>any of the terms or provisions of this letter agreement shall be in writing and shall be sent by express mail or similar private courier<br>service, by certified mail (return receipt requested), by hand delivery or facsimile transmission. |
| --- | --- |
If to the Company:
NMP Acquisition Corp.
555 Bryant Street, No. 590
Palo Alto, CA 94301
Attn: Melanie Figueroa
Email: [●]
Copy (which copy shall not constitute notice) to:
Mitchell Silberberg & Knupp LLP
437 Madison Ave., 25th Floor
New York, NY 10022
Attn: Blake Baron, Esq.
Email: [●]
| 18. | No party hereto may assign either this letter agreement or any<br>of its rights, interests, or obligations hereunder without the prior written consent of the other party. Any purported assignment in<br>violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported<br>assignee. This letter agreement shall be binding on the parties hereto and any successors and assigns thereof. |
|---|---|
| 19. | The undersigned acknowledges and understands that the Underwriters<br>and the Company will rely upon the agreements, representations and warranties set forth herein in proceeding with the IPO. |
| --- | --- |
[Signature Page Follows]
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| Sincerely, | ||
|---|---|---|
| NEXT MOVE CAPITAL LLC | ||
| Next Move Partners LLC, as Managing Member | ||
| By: | /s/ Melanie Figueroa | |
| Name: | Melanie Figueroa | |
| Title: | Co-Managing Member | |
| /s/ Nadir Ali | ||
| --- | --- | |
| Name: | Nadir Ali | |
| Title: | Co-Managing Member | |
| NMP ACQUISITION CORP. | ||
| --- | --- | --- |
| By: | /s/ Melanie Figueroa | |
| Name: | Melanie Figueroa | |
| Title: | Chief Executive Officer and Director | |
| /s/ Nadir Ali | ||
| --- | --- | |
| Name: | Nadir Ali | |
| Title: | Chief Financial Officer and Director | |
| /s/ Adam Benson | ||
| --- | --- | |
| Name: | Adam Benson | |
| Title: | Director | |
| /s/ Vanila M. Singh | ||
| --- | --- | |
| Name: | Dr. Vanila M. Singh | |
| Title: | Director | |
| /s/ Shanti Priya | ||
| --- | --- | |
| Name: | Shanti Priya | |
| Title: | Director |
[Signature Page to Letter Agreement]
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Exhibit 10.2
INVESTMENT MANAGEMENT TRUST AGREEMENT
This Investment Management Trust Agreement (this “Agreement”) is made effective as of June 30, 2025 by and between NMP Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York company (the “Trustee”).
WHEREAS, the Company’s registration statement on Form S-1, File No. 333-286985 (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”), each of which consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Ordinary Share”) and one right to receive one-fifth of one Class A Ordinary Share (such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and
WHEREAS, the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Maxim Group LLC, as the representative (the “Representative”) of the several underwriters (the “Underwriters”) named therein; and
WHEREAS, as described in the Prospectus, $100,000,000 of the gross proceeds of the Offering and sale of the Private Placement Units (as defined in the Underwriting Agreement) (or $115,000,000 if the Underwriter’s option to purchase additional units is exercised in full) will be delivered to the Trustee to be deposited and held in a segregated trust account located at all times in the United States (the “Trust Account”) for the benefit of the Company and the holders of the Ordinary Shares included in the Units issued in the Offering as hereinafter provided (the amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein as the “Property,” the shareholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Shareholders,” and the Public Shareholders and the Company will be referred to together as the “Beneficiaries”); and
WHEREAS, the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.
NOW THEREFORE, IT IS AGREED:
- Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:
(a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the Trustee in the United States at J.P. Morgan Chase Bank, N.A. (or at another U.S.-chartered commercial bank with consolidated assets of $100 billion or more) and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;
(b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;
(c) In a timely manner, upon the written instruction of the Company, (i) invest and reinvest the Property solely in United States government securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act (or any successor rule), which invest only in direct U.S. government treasury obligations or (ii) deposit the Property into an interest or non-interest bearing demand deposit account at a U.S. chartered commercial bank with consolidated assets of $100 billion or more selected by the Trustee that is reasonably satisfactory to the Company; it being understood that the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder, and while the account funds are invested or uninvested, the Trustee may earn bank credits or other consideration during such periods;
(d) Collect and receive, when due, all interest or other income arising from the Property, which shall become part of the “Property,” as such term is used herein;
(e) Promptly notify the Company and the Representatives of all communications received by the Trustee with respect to any Property requiring action by the Company;
(f) Supply any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s preparation of the tax returns relating to assets held in the Trust Account or in connection with the preparation or completion of the audit of the Company’s financial statements by the Company’s auditors;
(g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company to do so;
(h) Render to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements of the Trust Account;
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(i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, President, Chief Financial Officer, Secretary or Chairman of the board of directors of the Company (the “Board”) or other authorized officer of the Company, and, in the case of Exhibit A, acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account (including interest not previously released to the Company to pay taxes payable or owed, and in the case of Exhibit B, less up to $100,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the date which is the later of (i) 18 months after the closing of the Offering and (ii) such later date as may be approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of association, if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account (including interest not previously released to the Company to pay taxes payable or owed and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses) shall be distributed to the Public Shareholders of record as of such date. The Trustee agrees to serve as the paying agent of record (“Paying Agent”) with respect to any distribution of Property that is to be made to the Public Shareholders and, in its separate capacity as Paying Agent, agrees to distribute such Property directly to the Company’s Public Shareholders in accordance with the terms of this Agreement and the Company’s amended and restated memorandum and articles of association in effect at the time of such distribution. In no event may the proceeds placed into the Trust Account and the interest thereon be used to pay for any possible excise tax that may be levied on the Company pursuant to any current, pending or future rules or laws, including without limitation any excise tax under the Inflation Reduction Act on any redemptions or stock buybacks by the Company;
(j) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C, withdraw from the Trust Account and distribute to the Company the amount of interest earned on the Property requested by the Company to cover any tax obligation owed by the Company as a result of assets of the Company or interest or other income earned on the Property, which amount shall be delivered directly to the Company by electronic funds transfer or other method of prompt payment, and the Company shall forward such payment to the relevant taxing authority; provided, however, that to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution so long as there is no reduction in the aggregate principal amount per share initially deposited in the Trust Account. The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to the funds, and the Trustee shall have no responsibility to look beyond said request;
(k) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D, the Trustee shall distribute to the Public Shareholders of record as of such date the amount requested by the Company to be used to redeem Ordinary Shares from Public Shareholders properly submitted in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association to modify the substance or timing of the Company’s obligation to redeem 100% of its public Ordinary Shares in connection with the consummation of an initial Business Combination or if the Company has not consummated an initial Business Combination within such time as is described in the Company’s amended and restated memorandum and articles of association. The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to distribute said funds, and the Trustee shall have no responsibility to look beyond said request;
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(l) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit E, withdraw from the Trust Account and distribute to the Company up to $300,000, in the aggregate, of interest earned on the Property requested by the Company to fund working capital requirements, which amount shall be delivered directly to the Company to fund its working capital purposes, so long as there is no reduction in the principal amount per share initially deposited in the Trust Account; provided, however, that to the extent there is not sufficient cash in the Trust Account to fund such working capital requirement, the Trustee shall liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution (it being acknowledged and agreed that any such amount in excess of interest income earned on the Property may not be withdrawn from the Trust Account). The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility to look beyond said request; and
(m) Not make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i), (j), (k) or (l) above.
- Agreements and Covenants of the Company. The Company hereby agrees and covenants to:
(a) Give all instructions to the Trustee hereunder in writing, signed by the Chairman of the Company’s Board, President, Chief Executive Officer, Chief Financial Officer, Secretary or other authorized officer of the Company. In addition, except with respect to its duties under Sections 1(i) - (l) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it, in good faith and with reasonable care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing;
(b) Subject to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld or delayed. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld or delayed. The Company may participate in such action with its own counsel;
4
(c) Pay the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee and transaction processing fee, which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless and until the Company consummates its Business Combination. The Company shall pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation of the Offering. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A and as may be provided in Section 2(b) hereof;
(d) In connection with any vote of the Company’s shareholders regarding a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses (the “Business Combination”), provide to the Trustee an affidavit or certificate of the inspector of elections for the shareholder meeting verifying the vote of such shareholders regarding such Business Combination;
(e) Provide the Representatives with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after it issues the same;
(f) Instruct the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions that are not permitted under this Agreement.
- Limitations of Liability. The Trustee shall have no responsibility or liability to:
(a) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly set forth herein;
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(b) Take any action with respect to the Property, other than as directed in Section 1 hereof , and the Trustee shall have no liability to any third party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, and in no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon or for losses incurred as a result of the liquidation of any such investment prior to its maturity date or the failure of the Company to provide timely written investment instruction;
(c) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any reasonably incurred expenses incident thereto;
(d) Refund any depreciation in principal of any Property;
(e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;
(f) The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s reasonable best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto;
(g) Verify the accuracy of the information contained in the Registration Statement;
6
(h) Provide any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated by the Registration Statement;
(i) File information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property;
(j) Prepare, execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, franchise and income tax obligations, except pursuant to Section 1(j) hereof; or
(k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections l(i), l(j) or l(k) hereof.
Trust Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation, under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the Property or any monies in the Trust Account.
Termination. This Agreement shall terminate as follows:
(a) If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time that the Company notifies the Trustee that a successor trustee has been appointed and has agreed to become subject to the terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided, however, that in the event that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New York or with the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from any liability whatsoever; or
(b) At such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions of Section 1(i) hereof and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with respect to Section 2(b).
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- Miscellaneous.
(a) The Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating to such security procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained access to such confidential information, or of any change in its authorized personnel. In executing funds transfers, the Trustee shall rely upon all information supplied to it by the Company, including, account names, account numbers, and all other identifying information relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense resulting from any error in the information or transmission of the funds.
(b) This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. This Agreement may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute but one instrument.
(c) This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for Section l(i), l(j) and l(k) hereof (which sections may not be modified, amended or deleted without the affirmative vote of two-thirds of the votes cast of the then outstanding Ordinary Shares and Class B ordinary shares participated in the vote, par value $0.0001 per share, of the Company voting together as a single class; provided that no such amendment will affect any Public Shareholder who has otherwise indicated his election to redeem his Ordinary Shares in connection with a shareholder vote sought to amend this Agreement), this Agreement or any provision hereof may only be changed, amended or modified (other than to correct a typographical error) by a writing signed by each of the parties hereto. Except for any liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee may rely conclusively on the certification from the inspector or elections referenced above and shall be relieved of all liability to any party for executing the proposed amendment in reliance thereon.
(d) The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.
8
(e) Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or by facsimile or email transmission:
If to the Trustee, to:
Continental Stock Transfer & Trust Company
1 State Street 30th Floor
New York, NY 10004
Attn: Francis Wolf and Celeste Gonzalez
Email: [●]
If to the Company, to:
Melanie Figueroa
Chief Executive Officer and Director
NMP Acquisition Corp.
555 Bryant Street, No. 590
Palo Alto, CA 94301
Email: [●]
in each case, with copies to:
Mitchell Silberberg & Knupp LLP
437 Madison Avenue
New York, NY 10022
Attn.: Blake Baron, Esq.
Email: [●]
and
Maxim Group LLC
300 Park Avenue
New York, NY 10174
Attn.: Larry Glassberg
Email: [●]
and
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, NY 10105
Attn.: Barry I. Grossman
Telephone: [●]
9
(f) Each of the Company and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance.
(g) This Agreement is the joint product of the Trustee and the Company and each provision hereof has been subject to the mutual consultation, negotiation and agreement of such parties and shall not be construed for or against any party hereto.
(h) This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission shall constitute valid and sufficient delivery thereof.
(i) Each of the Company and the Trustee hereby acknowledges and agrees that each Representative, on behalf of the Underwriters, is a third-party beneficiary of this Agreement.
(j) Except as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person or entity without the prior written consent of the other.
[SignaturePage to NMP Acquisition Corp Investment Management Trust Agreement follows]
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INWITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.
| Continental Stock Transfer & Trust Company, as Trustee | |
|---|---|
| By: | /s/ Francis Wolf |
| Name: | Francis Wolf |
| Title: | Vice President |
| NMP Acquisition Corp. | |
| By: | /s/ Melanie Figueroa |
| Name: | Melanie Figueroa |
| Title: | Chief Executive Officer and Director |
SCHEDULEA
| Fee Item | Time and method of payment | Amount | |
|---|---|---|---|
| Initial acceptance fee | Initial closing of IPO by wire transfer | $ | 3,500.00 |
| Annual fee | Initial closing of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO by wire transfer or check | $ | 10,000.00 |
| Transaction processing fee for disbursements to Company under Section 1(i), 1(j) and 1(k) | Deduction by Trustee from accumulated income following disbursement made to Company under Section 1 | $ | 250.00 |
| Paying Agent services as required pursuant to section 1(k) | Billed to Company upon delivery of service pursuant to section 1(k) | Prevailing rates |
EXHIBITA
[Letterheadof Company]
[Insertdate]
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, NY 10004-1561
Attn: Fran Wolf & Celeste Gonzalez
Re: Trust Account - Termination Letter
Dear Mr. Wolf and Ms. Gonzalez:
Pursuant to Section l(i) of the Investment Management Trust Agreement between NMP Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [ ], 202[ ] (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [insert name] (the “Target Business”) to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance of the actual date (or such shorter time period as you may agree) of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and to transfer the proceeds into a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust operating account at JP Morgan Chase, N.A., awaiting distribution, neither the Company nor the Representatives will earn any interest or dividends.
On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated (the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of the Chief Executive Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s shareholders , if a vote is held and (b) a joint written instruction signed by the Company and the Representatives with respect to the transfer of the funds held in the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated.
In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section l(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such written instruction as soon thereafter as possible.
[Signature Page Follows]
| Very truly yours, | |
|---|---|
| NMP Acquisition Corp. | |
| By: | |
| Name: | Melanie Figueroa |
| Title: | Chief Executive Officer and Director |
| Agreed and acknowledged by: | |
| Maxim Group LLC | |
| By: | |
| Name: | |
| Title: |
EXHIBITB
[Letterheadof Company]
[Insertdate]
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, NY 10004
Attn: Fran Wolf and Celeste Gonzalez
Re: Trust Account-Termination Letter
Dear Mr. Wolf and Ms. Gonzalez:
Pursuant to Section l(i) of the Investment Management Trust Agreement between NMP Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [ ], 20[ ] (the “TrustAgreement”), this is to advise you that the Company has been unable to effect a business combination with a Target Business within the time frame specified in the Company’s Amended and Restated Memorandum and Articles of Association, as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account on [ ], 20[ ] and to transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public Shareholders, less taxes payable or owed and up to $100,000 to cover dissolution expenses of the Company. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such amount for dissolution expenses of $_____ promptly upon your receipt of this letter to the Company’s operating account at:
[WIRE INSTRUCTION INFORMATION]
The Company has selected [ * ] as the record date for the purpose of determining the Public Shareholders entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Shareholders in accordance with the terms of the Trust Agreement and the Amended and Restated Memorandum and Articles of Association of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement.
| Very truly yours, | |
|---|---|
| NMP Acquisition Corp. | |
| By: | |
| Name : | Melanie Figueroa |
| Title: | Chief Executive Officer and Director |
| cc: | Maxim Group LLC |
EXHIBITC
[Letterheadof Company]
[Insertdate]
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, NY 10004
Attn: Fran Wolf and Celeste Gonzalez
Re: Trust Account-Tax Payment Withdrawal Instruction
Dear Mr. Wolf and Ms. Gonzalez:
Pursuant to Section l(j) of the Investment Management Trust Agreement between NMP Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of , 20[ ] (the “TrustAgreement”), the Company hereby requests that you deliver to the Company$[ ] of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
The Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at:
[WIREINSTRUCTION INFORMATION]
| Very truly yours, | |
|---|---|
| NMP Acquisition Corp. | |
| By: | |
| Name: | Melanie Figueroa |
| Title: | Chief Executive Officer and Director |
| cc: | Maxim Group LLC |
EXHIBITD
[Letterheadof Company]
[Insertdate]
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, NY 10004
Attn: Fran Wolf and Celeste Gonzalez
Re: Trust Account-Shareholder Redemption Withdrawal Instruction
Dear Mr. Wolf and Ms. Gonzalez:
Pursuant to Section l(k) of the Investment Management Trust Agreement between NMP Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [ ], 20[ ] (the “TrustAgreement” ), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $[ ] of the principal and interest income earned on the Property as of the date hereof into a segregated account held by you on behalf of the Beneficiaries. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
The Company needs such funds to pay its Public Shareholders who have properly elected to have their Ordinary Shares redeemed by the Company in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association to modify the substance or timing of the Company’s obligation to redeem 100% of its public Ordinary Shares if the Company has not consummated an initial Business Combination within such time as is described in the Company’s amended and restated memorandum and articles of association. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter into a segregated account held by you on behalf of the Beneficiaries.
| Very truly yours, | |
|---|---|
| NMP Acquisition Corp. | |
| By: | |
| Name: | Melanie Figueroa |
| Title: | Chief Executive Officer and Director |
| cc: | Maxim Group LLC |
EXHIBITE
[Letterheadof Company]
[Insertdate]
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, NY 10004
Attn: Fran Wolf and Celeste Gonzalez
| Re: | Trust Account —Working<br> Capital Withdrawal Instruction |
|---|
Dear Mr. Wolf and Ms. Gonzalez:
Pursuant to Section 1(l) of the Investment Management Trust Agreement between NMP Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [ ], 20[ ] (the “TrustAgreement”), the Company hereby requests that you deliver to the Company $[ ] of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
The Company needs such funds for working capital purposes, subject to a limit of an aggregate of $300,000 of interest earned on the trust account. Currently, $[ ] has been disbursed to date (including the amounts requested hereunder). In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at:
[WIREINSTRUCTION INFORMATION]
| Very truly yours, | ||
|---|---|---|
| NMP Acquisition Corp. | ||
| By: | ||
| Name: | ||
| Title: | ||
| cc: Maxim Group LLC |
Exhibit 10.4
UNIT SUBSCRIPTION AGREEMENT
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of June 30, 2025, by and between NMP Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Next Move Capital LLC, a Nevada limited liability company (the “Purchaser”).
WHEREAS, the Company desires to sell on a private placement basis (the “Offering”) an aggregate of up to 105,000 units (the “Initial Units”) of the Company, and up to an additional 7,500 Units (the “Additional Units,” and together with the Initial Units, the “Units”) of the Company in the event that the underwriters’ over-allotment option (“Over-Allotment Option”) in the IPO (as defined below) is exercised in full or in part, each Unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”) and one right (the “Right”), for a purchase price of $10.00 per Unit. Each Right entitles the holder thereof to receive one-fifth (1/5) of one Class A Ordinary Share (the “Right Shares”) to be governed by the Rights Agreement (as defined below).
WHEREAS, the Purchaser desires to purchase the 105,000 Initial Units and up to 7,500 Additional Units and the Company wishes to accept such subscription.
NOW, THEREFORE, in consideration of the promises and the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser hereby agree as follows:
| 1. | Agreement to Subscribe |
|---|
1.1 Purchase and Issuance of the Units. For the aggregate sum of $1,050,000 (the “Initial Purchase Price”), consisting of (i) an aggregate sum of $900,000 to be paid in cash (the “Initial Cash Purchase Price”) and (ii) an aggregate sum of $150,000 (the “Note Payment Amount”) to be evidenced by a reduction of the outstanding principal amount due under that certain promissory note, by and between the Company and the Purchaser, dated as of December 31, 2024 (as amended from time to time, the “Note”) by an amount equal to such Note Payment Amount, which will be deemed paid and satisfied on the applicable Closing Date (as defined in Section 1.2), upon the terms and subject to the conditions of this Agreement, the Purchaser hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Purchaser, on the Closing Date 105,000 Units at $10.00 per Unit.
In addition to the foregoing, the Purchaser hereby agrees to purchase up to an additional 7,500 Additional Units at $10.00 per Additional Unit for a purchase price of up to $75,000 (the “Additional Purchase Price,” and together with the Initial Purchase Price, the “Purchase Price”). The purchase and issuance of the Additional Units shall occur only in the event that the Over-Allotment Option is exercised in full or part. The total number of Additional Units to be purchased hereunder shall be in the same proportion as the amount of the Over-Allotment Option that is exercised. Each purchase of Additional Units shall occur simultaneously with the consummation of any portion of the Over-Allotment Option.
1.2 Closing. The closing of the purchase and sale of the Initial Units shall take place remotely or at the offices of Mitchell Silberberg & Knupp LLP, 437 Madison Avenue, 25th Floor, New York, NY, 10022, simultaneously with the consummation of the Company’s initial public offering (“IPO”) of 10,000,000 units consisting of Class A Ordinary Shares and Rights and the purchase and sale of the Additional Units shall take place upon the consummation of the exercise of all or any portion of the Over-Allotment Option (each, a “Closing Date”).
1.3 Delivery and Satisfaction of the Purchase Price. At least one business day prior to the effective date of the Company’s registration statement relating to the IPO (as amended from time to time, the “Registration Statement“), or the date of the exercise of the Over-Allotment Option, if any, the Purchaser agrees to deliver the Initial Cash Purchase Price or Additional Purchase Price, as the case may be, by certified bank check or wire transfer of immediately available funds denominated in United States Dollars to Continental Stock Transfer & Trust Company (“CST”), which is hereby irrevocably authorized to deposit such funds on the applicable Closing Date to the trust account which will be established for the benefit of the Company’s public shareholders, managed pursuant to that certain Investment Management Trust Agreement to be entered into by and between the Company and CST and into which substantially all of the proceeds of the IPO will be deposited (the “Trust Account”). The obligations of the Purchaser and the Company in connection with the purchase of the Initial Units contemplated by this Agreement shall be subject to the Company’s receipt of (i) the Initial Cash Purchase Price in accordance with this Section 1.3, and (ii) written acknowledgment by the Purchaser that the Note Payment Amount has been deemed paid and satisfied as of the applicable Closing Date. If the IPO is not consummated within 14 days of the date the Initial Cash Purchase Price is delivered to CST, the Initial Cash Purchase Price shall be returned to the Purchaser by certified bank check or wire transfer of immediately available funds denominated in United States Dollars, without interest or deduction, and the Note Payment Amount will remain outstanding and payable by the Company in accordance with the terms of the Note.
1.4 Delivery of Unit Certificate. Upon the applicable Closing Date after delivery and satisfaction of the Purchase Price, as applicable, in accordance with Section 1.3, the Purchaser shall become irrevocably entitled to receive a unit certificate representing the Units purchased hereunder.
| 2. | Representations and Warranties of the Purchaser |
|---|
The Purchaser represents and warrants to the Company that:
2.1 No Government Recommendation or Approval. It understands that no United States federal or state agency or similar agency of any other country has passed upon or made any recommendation or endorsement of the Company, the Offering, the Units, the Rights, the Right Shares, or the Class A Ordinary Shares underlying the Units (excluding the Right Shares, the “Unit Shares” and, collectively with the Units, the Rights, and the Right Shares, the “Securities”).
2.2 Organization. It is a company, validly existing and in good standing under the laws of the State of Nevada and possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.
2.3 Private Offering. It is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) or it is not a “U.S. Person” as defined in Rule 902 of Regulation S (“Regulation S”) under the Securities Act. It acknowledges that the sale contemplated hereby is being made in reliance on a private placement exemption to “Accredited Investors” within the meaning of Section 501(a) of Regulation D under the Securities Act and similar exemptions under state law or a non-U.S. Person under Regulation S.
2.4 Authority. This Agreement has been validly authorized, executed and delivered by the Purchaser and is a valid and binding agreement enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
2.5 No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Purchaser of the transactions contemplated hereby do not violate, conflict with or constitute a default under (i) the Purchaser’s organizational documents, (ii) any agreement, indenture or instrument to which the Purchaser is a party or (iii) any law, statute, rule or regulation to which the Purchaser is subject, or any agreement, order, judgment or decree to which the Purchaser is subject.
2.6 No Legal Advice from Company. It acknowledges it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement and the other agreements entered into between the parties hereto with its own legal counsel and investment and tax advisors. Except for any statements or representations of the Company made in this Agreement and the other agreements entered into between the parties hereto, it is relying solely on such counsel and advisors and not on any statements or representations of the Company or any of its representatives or agents for legal, tax or investment advice with respect to this investment, the transactions contemplated by this Agreement or the securities laws of any jurisdiction.
2.7 Access to Information; Independent Investigation. Prior to the execution of this Agreement, it has had the opportunity to ask questions of and receive answers from representatives of the Company concerning an investment in the Company, as well as the finances, operations, business and prospects of the Company, and the opportunity to obtain additional information to verify the accuracy of all information so obtained. In determining whether to make this investment, it has relied solely on its own knowledge and understanding of the Company and its business based upon its own due diligence investigation and the information furnished pursuant to this paragraph. It understands that no person has been authorized to give any information or to make any representations which were not furnished pursuant to this Section 2 and it has not relied on any other representations or information in making its investment decision, whether written or oral, relating to the Company, its operations and/or its prospects.
2
2.8 Reliance on Representations and Warranties. It understands the Units are being offered and sold to it in reliance on exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and regulations of various states, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth in this Agreement in order to determine the applicability of such provisions.
2.9 No Advertisements. It is not subscribing for the Units as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio, or presented at any seminar or meeting.
2.10 Legend. It acknowledges and agrees the certificates evidencing the Units, the Unit Shares, the Right Shares, and the Rights, shall bear a restrictive legend (the “Legend”), in form and substance as set forth in Section 4 hereof, prohibiting the offer, sale, pledge or transfer of the securities, except (i) pursuant to an effective registration statement covering these securities under the Securities Act or (ii) pursuant to any other exemptions from the registration requirements under the Securities Act and such laws which, in the opinion of counsel for the Company, is available.
2.11 Experience, Financial Capability and Suitability. It is (i) sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Securities and (ii) able to bear the economic risk of his investment in the Securities for an indefinite period of time because the Securities have not been registered under the Securities Act and therefore cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. It has substantial experience in evaluating and investing in transactions of securities in companies similar to the Company so that it is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests. It has substantial experience in evaluating and investing in transactions of securities in companies similar to the Company so that it is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests.
2.12 Investment Purposes. It is purchasing the Securities solely for investment purposes, for its own account and not for the account or benefit of any other person, and not with a view towards the distribution or dissemination thereof and it has no present arrangement to sell the interest in the Securities to or through any person or entity.
2.13 Restrictions on Transfer. It acknowledges and understands the Units are being offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act, and, if in the future, it decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act (“Rule 144”), if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. It agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, it may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or another available exemption from registration, it agrees it will not resell the Securities. It further acknowledges that because the Company is a shell company, Rule 144 may not be available to it for the resale of the Securities until the one year anniversary following consummation of the initial Business Combination (defined below) of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.
3
| 3. | Representations and Warranties of the Company |
|---|
The Company represents and warrants to the Purchaser that:
3.1 Valid Issuance of Share Capital. The total number of all classes of share capital which the Company has authority to issue is (i) 500,000,000 Class A Ordinary Shares, (ii) 50,000,000 Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares”), and (iii) 5,000,000 preference shares. As of the date hereof, the Company has issued an aggregate number of Class B Ordinary Shares equal to 3,833,333 (of which up to 500,000 shares are subject to forfeiture as described in the Registration Statement related to the IPO), and has not issued any preference shares. All of the issued share capital of the Company has been duly authorized, validly issued, and are fully paid and non-assessable.
3.2 Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the rights agreement to be entered into with CST on or prior to the closing of the IPO (the “Rights Agreement”) and the Second Amended and Restated Memorandum and Articles of Association of the Company, as the case may be, each of the Units, the Unit Shares, the Rights, and the Right Shares will be duly and validly issued, fully paid and non-assessable. On the date of issuance of the Units, the Right Shares shall have been reserved for issuance. Upon issuance in accordance with the terms hereof, the Purchaser will have or receive good title to the Units, the Unit Shares, and the Right, free and clear of all liens, claims and encumbrances of any kind other than (i) transfer restrictions hereunder and pursuant to the insider letter to be entered into on or prior to the closing of the IPO (the “Insider Letter”) and (ii) transfer restrictions under federal and state securities laws.
3.3 Organization and Qualification. The Company has been duly incorporated and is validly existing as a Cayman Islands exempted company and has the requisite corporate power to own its properties and assets and to carry on its business as now being conducted.
3.4 Authorization; Enforcement. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and to issue the Securities in accordance with the terms hereof, (ii) the execution, delivery and performance of this Agreement by the Company and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action and no further consent or authorization of the Company or its Board of Directors or shareholders is required, and (iii) this Agreement constitutes, and upon the execution and delivery thereof and the Rights and Rights Agreement, will constitute, valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by equitable principles of general application and except as enforcement of rights to indemnity and contribution may be limited by federal and state securities laws or principles of public policy.
3.5 No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions contemplated hereby do not (i) result in a violation of the Company’s Memorandum and Articles of Association, (ii) conflict with, or constitute a default under any agreement, indenture or instrument to which the Company is a party or (iii) conflict with any law statute, rule or regulation to which the Company is subject or any agreement, order, judgment or decree to which the Company is subject. Other than any federal, state or foreign securities filings which may be required to be made by the Company subsequent to the Closing, and any registration statement which may be filed pursuant thereto, the Company is not required under federal, state or local law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or self-regulatory entity in order for it to perform any of its obligations under this Agreement or issue the Units, the Unit Shares, the Right, and the Right Shares in accordance with the terms hereof.
| 4. | Legends |
|---|
4.1 Legend. The Company will issue the Units, the Unit Shares, and the Right, and when issued, the Right Shares, purchased by the Purchaser in the name of the Purchaser. The certificates (if any) evidencing Securities will bear the following Legend and appropriate “stop transfer” instructions (or appropriate notation if the Securities are issued electronically using The Depository Trust Company’s DWAC System):
4
THESE SECURITIES (i) HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT, (B) TO A NON-U.S. PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (C) PURSUANT TO THE RESALE LIMITATIONS SET FORTH IN RULE 905 OF REGULATION S UNDER THE SECURITIES ACT, (D) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (E) PURSUANT TO ANY OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.
“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AGREEMENT BETWEEN NMP ACQUISITION CORP., NEXT MOVE CAPITAL LLC AND OTHER PARTIES AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH THEREIN.”
4.2 Purchaser’s Compliance. Nothing in this Section 4 shall affect in any way the Purchaser’s obligations and agreements to comply with all applicable securities laws upon resale of the Securities.
4.3 Company’s Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of the Securities, if in the sole judgment of the Company such purported transfer would not be made (i) pursuant to an effective registration statement filed under the Securities Act, or (ii) pursuant to an available exemption from the registration requirements of the Securities Act.
4.4 Registration Rights. The Purchaser will be entitled to certain registration rights which will be governed by a registration rights agreement (“Registration Rights Agreement”) to be entered into between the Company and the Purchaser on or prior to the closing of the IPO.
| 5. | Lockup |
|---|
The Purchaser acknowledges and agrees that the Units, the Unit Shares, the Right, and the Right Shares shall not be transferable, saleable or assignable until the consummation of a merger, amalgamation, share exchange, recapitalization, asset acquisition, share purchase of all or substantially all of the assets of, or any other similar business combination with one or more businesses or entities by the Company (a “Business Combination”), except to permitted transferees (as defined in the Registration Statement).
| 6. | Securities Laws Restrictions |
|---|
The Purchaser agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Securities unless, prior thereto (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Securities proposed to be transferred shall then be effective or (b) the Company shall have received an opinion from counsel reasonably satisfactory to the Company, that such registration is not required because such transaction complies with the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and with all applicable state securities laws.
| 7. | Waiver of Distributions from Trust Account |
|---|
In connection with the Securities purchased pursuant to this Agreement, the Purchaser hereby waives any and all right, title, interest or claim of any kind in or to any distributions from the Trust Account.
5
| 8. | Rescission Right Waiver and Indemnification |
|---|
8.1 Rescission Waiver. The Purchaser understands and acknowledges that an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the Units. In this regard, if the Offering were deemed to be a general solicitation with respect to the Units, the offer and sale of such Units may not be exempt from registration and, if not, the Purchaser may have a right to rescind its purchase of the Units. In order to facilitate the completion of the Offering and in order to protect the Company, its shareholders and the Trust Account from claims that may adversely affect the Company or the interests of its shareholders, the Purchaser hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to sue or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units as a result of the issuance of the Units being deemed to be in violation of Section 5 of the Securities Act. The Purchaser acknowledges and agrees this waiver is being made in order to induce the Company to sell the Units to the Purchaser. The Purchaser agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to the purchase of the Units and the transactions contemplated hereby.
8.2 No Recourse Against Trust Account. The Purchaser agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the Units or any Claim that may arise now or in the future.
8.3 Section 8 Waiver. The Purchaser agrees that to the extent any waiver of rights under this Section 8 is ineffective as a matter of law, the Purchaser has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. The Purchaser acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.
| 9. | Terms of the Unit |
|---|
The Units shall be substantially identical to the Units offered in the IPO as set forth in the Underwriting Agreement, except the Units: (i) will be subject to the transfer restrictions described herein, and (ii) are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after certain conditions are met or the resale of the Units is registered under the Securities Act.
| 10. | Governing Law; Jurisdiction; Waiver of Jury Trial |
|---|
This Agreement shall be governed by and construed in accordance with the laws of the State of New York for agreements made and to be wholly performed within such territory. The parties hereto hereby waive any right to a jury trial in connection with any litigation pursuant to this Agreement and the transactions contemplated hereby.
| 11. | Assignment; Entire Agreement; Amendment |
|---|
11.1 Assignment. Neither this Agreement nor any rights hereunder may be assigned by any party to any other person other than by the Purchaser, without the prior consent of the Company, to one or more persons agreeing to be bound by the terms hereof. Upon such assignment by a Purchaser, the assignee(s) shall become Purchaser hereunder and have the rights and obligations provided for herein to the extent of such assignment.
11.2 Entire Agreement. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter hereof and supersedes any and all prior discussions, agreements and understandings of any and every nature.
11.3 Amendment. Except as expressly provided in this Agreement, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the party against whom enforcement of any such amendment, waiver, discharge or termination is sought.
11.4 Binding upon Successors. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, legal representatives, successors and permitted assigns.
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| 12. | Notices; Indemnity |
|---|
12.1 Notices. All notices, requests, consents and other communications hereunder shall be in writing, shall be addressed to the receiving party’s address set forth herein or to such other address as a party may designate by notice hereunder, and shall be either (a) delivered by hand, (b) sent by overnight courier, or (c) sent by certified mail, return receipt requested, postage prepaid. All notices, requests, consents and other communications hereunder shall be deemed to have been given either (i) if by hand, at the time of the delivery thereof to the receiving party at the address of such party set forth above, (ii) if sent by overnight courier, on the next business day following the day such notice is delivered to the courier service, or (iii) if sent by certified mail, on the fifth business day following the day such mailing is made.
12.2 Indemnification. Except as set forth in Section 8, each party shall indemnify the other party against any loss, cost or damages (including reasonable attorney’s fees and expenses) incurred as a result of such party’s breach of any representation, warranty, covenant or agreement set forth in this Agreement.
| 13. | Counterparts |
|---|
This Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or any other form of electronic delivery, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.
| 14. | Survival; Severability |
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14.1 Survival. The representations, warranties, covenants and agreements of the parties hereto shall survive the Closing until one (1) year following the consummation of an initial Business Combination.
14.2 Severability. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that no such severability shall be effective if it materially changes the economic benefit of this Agreement to any party.
| 15. | Headings |
|---|
The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.
| 16. | Construction |
|---|
The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption or burden of proof will arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement. The words “include,” “includes,” and “including” will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires. The words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties hereto intend that each representation, warranty, and covenant contained herein will have independent significance. If any party hereto has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party hereto has not breached will not detract from or mitigate the fact that such party hereto is in breach of the first representation, warranty, or covenant.
[Remainder of page intentionally left blank]
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This subscription is accepted by the Company as of the date first written above.
NMP ACQUISITION CORP.
| By: | /s/ Melanie Figueroa |
|---|---|
| Name: | Melanie Figueroa |
| Title: | Chief Executive Officer and Director |
| Accepted and agreed this | |
| 30th day of June, 2025 | |
| NEXT MOVE CAPITAL LLC | |
| Next Move Partners LLC, as Managing Member | |
| By: | /s/ Melanie Figueroa |
| Name: | Melanie Figueroa |
| Title: | Co-Managing Member |
| By: | /s/ Nadir Ali |
| Name: | Nadir Ali |
| Title: | Co-Managing Member |
[Signature Page for Unit Subscription Agreement]
Exhibit 10.5
THESECURITIES DESCRIBED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHERJURISDICTION. THERE ARE FURTHER RESTRICTIONS ON THE TRANSFERABILITY OF THE SECURITIES DESCRIBED HEREIN.
THEPURCHASE OF THE SECURITIES INVOLVES A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN BEAR THE RISK OF THE LOSSOF THEIR ENTIRE INVESTMENT.
SUBSCRIPTIONAGREEMENT
This Subscription Agreement (this “Agreement”) is entered into as of June 30, 2025 between NMP Acquisition Corp., a Cayman Islands exempted company (the “Company”), Next Move Capital LLC (the “Sponsor”) and [•] (the “Purchaser”).
WHEREAS, the Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”);
WHEREAS, the Company has filed a registration statement on Form S-1 (as may be amended, the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”) for its initial public offering (“IPO”) of units (the “Public Units”), at a price of $10.00 per Public Unit, each Public Unit comprised of one Class A ordinary share, par value $0.0001 per share (“Class A Ordinary Shares”, and the Class A Ordinary Shares included in the Public Units, the “Public Shares”), and one right to receive one-fifth of one Class A Ordinary Share upon consummation of a Business Combination (the “Rights”, and the Rights included in the Public Units, the “Public Rights”);
WHEREAS, proceeds from the IPO and certain proceeds from the sale of the Private Placement Units (as defined below) in an aggregate amount equal to the aggregate gross proceeds from the IPO will be deposited into a trust account for the benefit of the holders of the Public Shares (the “Trust Account”), as described in the Registration Statement;
WHEREAS, following the closing of the IPO (the “IPO Closing”), the Company will seek to identify and consummate a Business Combination;
WHEREAS, in connection with the IPO, the Sponsor and the Purchaser will purchase, in a private placement that will close simultaneously with the IPO Closing, private placement units (each, a “Private Placement Unit,” and collectively, the “Private Placement Units”) that are identical to the Public Units, except as described in the Registration Statement (including the underlying securities contained therein), for a purchase price of $10.00 per Private Placement Unit;
WHEREAS, the parties wish to enter into this Agreement, pursuant to which the Purchaser shall subscribe for and purchase (i) a portion of the total number of Class B ordinary shares, par value $0.0001 per share, of the Company (“Class B Ordinary Shares” and collectively with the Class A Ordinary Shares, the “Ordinary Shares”) to be issued prior to the IPO (“Founder Shares”) and (ii) Private Placement Units (together with the Founder Shares, the “Subscribed Securities”);
WHEREAS, the Company and the Sponsor have entered into or intend to concurrently with this Agreement enter into agreements (collectively, the “Subscription Agreements”) in the form of this Agreement with other purchasers (together with the Purchaser, the “Subscribing Parties”) for the purchase of Founder Shares and Private Placement Units set forth therein; and
WHEREAS, the Company and the Subscribing Parties intend for the purchase of Founder Shares and Private Placement Units as set forth herein to be made pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Rule 506(b) of Regulation D promulgated thereunder.
NOW, THEREFORE, in consideration of the premises, representations, warranties and the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
1.Sale and Purchase.
(a) Securities.
(i) Subject to the terms and conditions hereof, the Purchaser hereby irrevocably subscribes for and agrees to purchase from the Company, and the Company agrees to issue and sell to the Purchaser, the number of Subscribed Securities set forth on Schedule A hereto for the aggregate purchase price set forth on Schedule A hereto (the “Initial Purchase Price”). The Purchaser acknowledges that the Subscribed Securities, and any securities of the Company that may be distributed to the Purchaser on account of the Subscribed Securities or that are component securities of the Subscribed Securities (collectively, the “Securities”), will be subject to restrictions on transfer, prohibition on redemption and other restrictions as set forth in this Agreement.
(ii) On the date hereof, the Company shall issue to the Purchaser the number of Founder Shares set forth on Schedule A hereto, in consideration for the Purchaser’s payment of the portion of the Initial Purchase Price applicable to such Founder Shares, as set forth on Schedule A hereto, by wire transfer of immediately available funds or other means approved by the Company. Immediately prior to the issuance of Founder Shares to the Purchaser pursuant to this Section 1(a)(ii), the Sponsor shall forfeit the same number of Founder Shares to be issued to the Purchaser, as set forth on Schedule A hereto. If the IPO Closing has not occurred by July 30, 2025, then the Company will promptly redeem the Purchaser’s Founder Shares issued pursuant to this Section 1(a)(ii) for a cash payment equal to the Initial Purchase Price paid by the Purchaser in respect of such Founder Shares, and this Agreement shall terminate and be of no further force or effect.
(iii) The Company shall notify the Purchaser in writing of the anticipated date of the effectiveness of the Registration Statement (the “Effective Date”) at least three (3) Business Days (as defined below) prior to the Effective Date, and the Purchaser shall remit the balance of the Initial Purchase Price to the Company (as adjusted pursuant to clause (iv) below), by wire transfer of immediately available funds or other means approved by the Company on the Effective Date, or such other date as the Company and the Purchaser may agree upon in writing, and upon such payment the Company shall issue to the Purchaser the number of Private Placement Units set forth on Schedule A hereto (as adjusted pursuant to clause (iv) below); provided, however, that if the actual number of Public Units offered and sold in the IPO is less than 10,000,000, then (x) the Purchaser shall not be obligated to remit the balance of the Initial Purchase Price as set forth in this Section 1(a)(iii) and (y) the Company shall promptly redeem the Purchaser’s Founder Shares issued pursuant to Section 1(a)(ii) for a cash payment equal to the Initial Purchase Price paid by the Purchaser in respect of such Founder Shares and this Agreement shall terminate and be of no further force or effect. As used herein, “Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York. If the IPO Closing has not occurred by the date that is seven (7) Business Days after the date on which the Purchaser remitted the balance of its Initial Purchase Price to the Company (as adjusted pursuant to clause (iv) below), then, unless the Purchaser otherwise agrees in writing, the Company will promptly return such amounts to Purchaser and Purchaser shall return such Private Placement Units to the Company.
(iv) For avoidance of doubt, in the event that the underwriters’ over-allotment option is not exercised, in part or in full, the Sponsor shall be required to forfeit up to 500,000 Founder Shares. In the event that the underwriters’ over-allotment option is not exercised, in part or in full, the Purchaser shall not be required to forfeit any Founder Shares.
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(b) Delivery of Securities.
(i) The Company shall register the Purchaser as the owner of the Subscribed Securities with the Company’s transfer agent by book entry in the Company’s register of members on or prior to the date of the IPO Closing (provided that prior to the Company’s appointment of a transfer agent it shall register the Purchaser as the owner of such securities in the Company’s register of members maintained by the Company’s registered office service provider upon issuance thereof).
(ii) Each register and book entry for the Securities shall contain a notation, and each certificate (if any) evidencing the Securities shall be stamped or otherwise imprinted with a legend, in substantially the following form:
“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS.
THE SALE, PLEDGE, HYPOTHECATION, OR TRANSFER OF THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN SUBSCRIPTION AGREEMENT BY AND AMONG THE HOLDER AND THE OTHER PARTIES THERETO, WHICH REQUIRES, AMONG OTHER THINGS, RECIPIENT TO AGREE TO CERTAIN TRANSFER RESTRICTIONS AND OTHER CONDITIONS PRIOR TO ANY SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.”
(iii) If the Purchaser is an officer, partner, registered person or affiliate (or a permitted transferee) of any member of the Financial Industry Regulatory Authority receiving underwriting compensation in connection with the IPO, the register and book entry for Securities to be acquired by the Purchaser shall contain a notation, and each certificate (if any) evidencing the Securities shall be stamped or otherwise imprinted with a further legend stating: “The Securities represented hereby are subject to compliance in all respects with FINRA Rule 5110, including a lock-up for 180 days from the date of commencement of sales of the IPO and resale registration limitations.”
(c) Legend Removal. Following the expiration of the transfer restrictions set forth in Section 5(a), if the Securities are eligible to be sold without restriction under, and without the Company being in compliance with the current public information requirements of, Rule 144 under the Securities Act or if they are registered for resale under the Securities Act pursuant to a shelf registration statement, then at the written request of the Purchaser or of a Permitted Transferee (as defined below), the Company will use best efforts to cause the Company’s transfer agent to remove the legend set forth in Section 1(b)(ii), subject to compliance by the Purchaser (or Permitted Transferee) with the reasonable and customary procedures for such removal required by the Company or its transfer agent. In connection therewith, if required by the Company’s transfer agent, the Company will promptly cause an opinion of counsel to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and directions required by the transfer agent that authorize and direct the transfer agent to issue such Securities without any such legend.
(d) Registration Rights. On the Effective Date, the Company shall enter into certain Registration Rights Agreements (the “Registration Rights Agreements”) with the Sponsor, the Subscribing Parties and certain other parties thereto, in substantially the form provided to the Purchaser prior to the date hereof. The Registration Rights Agreements shall provide the Purchaser (and Permitted Transferees) with registration rights with respect to the Subscribed Securities that are no less favorable to the Purchaser (or any Permitted Transferee) than the registration rights of the Sponsor set forth therein.
2. [RESERVED].
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3.Representations and Warranties of the Purchaser. The Purchaser represents and warrants to the Company as follows, as of the date hereof:
(a) Organization and Power. The Purchaser is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation and has all requisite power and authority to carry on its business as presently conducted and as proposed to be conducted.
(b) Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.
(c) Governmental Consents and Filings. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of the Purchaser in connection with the consummation of the transactions contemplated by this Agreement, except for filings pursuant to applicable securities laws, rules or regulations.
(d) Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) under any provisions of its organizational documents, (ii) under any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) under any provision of federal or state statute, rule or regulation applicable to the Purchaser, in each case (other than clause (i)), which would have a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated by this Agreement.
(e) Purchase Entirely for Own Account. This Agreement is made with the Purchaser in reliance upon the Purchaser’s representation to the Company, which by the Purchaser’s execution of this Agreement, the Purchaser hereby confirms, that the Securities to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of any state or federal securities laws, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of law. By executing this Agreement, the Purchaser further represents that the Purchaser does not presently have any contract, undertaking, agreement or arrangement with any Person (other than the Company) to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the Securities. For purposes of this Agreement, “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity or any government or any department or agency thereof.
(f) Disclosure of Information. The Purchaser has had an opportunity to discuss the Company’s business, management, financial affairs and the terms and conditions of the offering of the Securities, as well as the terms of the Company’s proposed IPO, with the Company’s management.
(g) Restricted Securities. The Purchaser understands that the offer and sale of the Securities to the Purchaser has not been and will not be registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Securities except pursuant to the Registration Rights Agreements. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Securities, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company has publicly filed the Registration Statement for its proposed IPO. The Purchaser understands that the offering of Securities and transactions contemplated hereunder are not and are not intended to be part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to its purchase of Securities hereunder. The Purchaser further agrees to comply with the provisions of Section 5(a) of this Agreement prior to any transfer of the Securities.
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(h) No Public Market. The Purchaser understands that no public market now exists for the Securities, and that the Company has not made any assurances that a public market will ever exist for the Securities.
(i) High Degree of Risk. The Purchaser understands that the purchase of the Subscribed Securities involves a high degree of risk which could cause the Purchaser to lose all or part of its investment.
(j) Accredited Investor. The Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.
(k) No General Solicitation. Neither the Purchaser, nor any of its officers, directors, employees, agents, shareholders or partners has either directly or indirectly, including, through a broker or finder (i) to its knowledge, engaged in any general solicitation, or (ii) published any advertisement in connection with the offer and sale of the Securities.
(l) Place of Investment Decision. The Purchaser’s investment decision was made in the office or offices located at the address of the Purchaser set forth on the signature page hereof.
(m) Adequacy of Financing. The Purchaser will, when such funds are due hereunder, have sufficient funds to satisfy its obligations under this Agreement.
(o) No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 3 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser and this offering, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section 4 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively, the “Company Parties”) with respect to the transactions contemplated hereby.
4.Representations, Warranties and Covenants of the Company. The Company represents, warrants and covenants to the Purchaser as follows:
(a) Organization and Corporate Power. The Company has been duly incorporated and is validly existing and in good standing as an exempted company limited by shares under the laws of the jurisdiction of its incorporation. The Company has all requisite corporate power and authority to carry on its business as presently conducted and as proposed to be conducted.
(b) Capitalization. The authorized share capital of the Company consists, as of the date hereof:
(i) 500,000,000 Class A Ordinary Shares, none of which are issued and outstanding;
(ii) 50,000,000 Class B Ordinary Shares, 3,833,333 of which are issued and outstanding and held by the Sponsor, (A) up to 500,000 of which are subject to forfeiture by the Sponsor if the over-allotment option is not exercised by the underwriters of the IPO in full, and (B) prior to the forfeiture by the Sponsor of any Class B Ordinary Shares in connection with this Agreement, as described in Section 1(a)(ii) hereof. All of the outstanding Class B Ordinary Shares have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws; and
(iii) 5,000,000 preference shares, par value $0.0001 per share, none of which are issued and outstanding.
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(c) Authorization. All corporate action required to be taken by the Company’s board of directors (the “Board of Directors”) and shareholders, as applicable, in order to authorize the Company to enter into this Agreement, and to issue the Subscribed Securities, has been taken on or prior to the date hereof. All action on the part of the shareholders, directors and officers of the Company necessary for the execution and delivery of this Agreement, the performance of all obligations of the Company under this Agreement, and the issuance and delivery of the Subscribed Securities has been taken on or prior to the date hereof. This Agreement, when executed and delivered by the Company, shall constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally or (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
(d) Valid Issuance of Securities.
(i) The Subscribed Securities, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued and fully paid, as applicable, and free of all preemptive or similar rights, taxes, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by the Purchaser. Assuming the accuracy of the representations of the Purchaser in this Agreement and subject to the filings described in Section 4(e) below, the Subscribed Securities will be issued in compliance with all applicable federal and state securities laws, rules and regulations.
(ii) No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification Event”) is applicable to the Company or, to the Company’s knowledge, any Company Covered Person (as defined below), except for a Disqualification Event as to which Rule 506(d)(2)(ii–iv) or (d)(3), is applicable. “Company Covered Person” means, with respect to the Company as an “issuer” for purposes of Rule 506 promulgated under the Securities Act, any Person listed in the first paragraph of Rule 506(d)(1).
(e) IPO.
(i) The Company has provided to the Purchaser, and will at all times prior to the consummation of the IPO promptly provide to the Purchaser, copies of all correspondence sent by the Company to, or received by the Company from, the SEC.
(ii) The offers and sales of securities in the IPO will be made pursuant to an effective Registration Statement and otherwise in compliance with the Securities Act and the rules and regulations promulgated thereunder and applicable state securities laws, rules and regulations.
(f) Governmental Consents and Filings. Assuming the accuracy of the representations made by the Purchaser in this Agreement, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of the Company in connection with the consummation of the transactions contemplated by this Agreement, except for filings pursuant to Regulation D of the Securities Act and applicable state securities laws, if any.
(g) Compliance with Other Instruments. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in any violation or default (i) under any provisions of the memorandum and articles of association (as amended from time to time), or any other constitutional documents of the Company; (ii) under any instrument, judgment, order, writ or decree to which the Company is a party or by which it is bound; (iii) under any note, indenture or mortgage to which the Company is a party or by which it is bound; (iv) under any lease, agreement, contract or purchase order to which the Company is a party or by which it is bound or (v) under any provision of federal or state statute, rule or regulation applicable to the Company, in each case (other than clause (i)) which would have a material adverse effect on the Company or its ability to consummate the transactions contemplated by this Agreement.
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(h) Operations. As of the date hereof, the Company has not conducted, and prior to the IPO Closing the Company will not conduct, any operations other than organizational activities and activities in connection with offerings of the Securities.
(i) Foreign Corrupt Practices. Neither the Company, nor any director, officer, agent, employee or other Person acting on behalf of the Company has, in the course of its actions for, or on behalf of, the Company (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.
(j) Compliance with Anti-Money Laundering Laws. The operations of the Company are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements and all other applicable U.S. and non-U.S. anti-money laundering laws and regulations, including, but not limited to, those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the USA Patriot Act of 2001 and the applicable money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened.
(k) Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such.
(l) No General Solicitation. Neither the Company, nor any of its officers, managers, employees, agents or members has either directly or indirectly, including, through a broker or finder (i) engaged in any general solicitation or (ii) published any advertisement in connection with the offer and sale of the Subscribed Securities.
(m) Non-Public Information. The Company represents and warrants that none of the information conveyed to the Purchaser in connection with the transactions contemplated by this Agreement will constitute material non-public information of the Company upon the effectiveness of the Registration Statement.
(n) No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 4 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Company or the offering of Securities hereunder, and the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Purchaser Parties.
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5.Additional Agreements and Acknowledgements of the Purchaser.
(a) Transfer Restrictions. The Purchaser agrees that it shall not transfer (i) any Founder Shares until the earlier of (A) six months after the closing of the Business Combination (the “Business Combination Closing”) and (B) the date following the Business Combination Closing on which the Company completes a liquidation, merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Public Shares for cash, securities or other property (such period, the “Lock-up Period”) or (ii) any Private Placement Units (or any Class A Ordinary Shares issuable upon conversion of the rights included in the Private Placement Units) until 30 days after the Business Combination Closing. Notwithstanding the foregoing, if subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least seventy-five (75) days after the Business Combination Closing, the Founder Shares shall be released from the lockup referenced in this Section 5(a). Notwithstanding anything to the contrary herein, private transfers of the Securities are permitted to any other person (each such transferee and each such permitted transferee of such transferee, a “Permitted Transferee”); provided, however, that each Permitted Transferee, prior to the transfer of any Security by the Purchaser, must enter into a written agreement agreeing to be bound by the terms of this Agreement, including, without limitation, these transfer restrictions and the agreement not to exercise redemption or liquidation rights with respect to any Securities set forth in Section 5(b); and provided further, that, until the Company completes the Business Combination, the Securities shall bear the legend set forth in Section 1(b) of this Agreement. As used in this Agreement, “transfer” shall mean the (x) sale of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities; (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y); provided further, that this Section 5(a) shall not prohibit the Purchaser from effecting a Short Sale with securities that do not constitute “Securities” under this Agreement. For purposes of this Section 5.1(a), “Short Sales” shall include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, and all types of direct and indirect share pledges (other than pledges in the ordinary course of business as part of prime brokerage arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis).
(b) Trust Account.
(i) The Purchaser hereby acknowledges that it is aware that the Company will establish the Trust Account for the benefit of its public shareholders upon the IPO Closing. The Purchaser hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, and the Purchaser shall not have and shall not seek to exercise any redemption or liquidation rights with respect to any Security, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by him or her if the Company liquidates or fails to consummate a Business Combination within the 18-month period for completion of the Business Combination. Without limiting the foregoing, the Purchaser hereby agrees that it, he or she will not be entitled to (A) redemption rights with respect to any Founder Shares, shares that are included within the Private Placement Units (“Private Placement Shares”) and Public Shares held by it, him or her, in connection with the consummation of a Business Combination; or (B) redemption rights with respect to Founder Shares, Private Placement Shares and Public Shares held by it, him or her in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (1) in a manner that would modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Company’s Public Shares if the Company does not complete a Business Combination within the completion window or (2) with respect to any other provision relating to the rights of holders of the Company’s Class A Ordinary Shares or pre-initial Business Combination activity. The parties hereto understand and agree that the foregoing prohibition on the exercise of redemption rights with respect to Public Shares shall apply only to the Purchaser, and shall not apply to affiliates of the Purchaser; provided, however, that under no circumstances shall any person be permitted to exercise redemption rights with respect to the Founder Shares and Private Placement Shares or any securities into which such Founder Shares or Private Placement Shares may be converted.
(ii) The Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by him or her. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any monies in the Trust Account, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by him or her if the Company liquidates or fails to consummate a Business Combination within the 18-month period for completion of the Business Combination.
8
(c) Reserved.
(d) Use of Purchaser’s Name. Neither the Company nor the Sponsor will, without the written consent of the Purchaser in each instance, use in advertising, publicity or otherwise the name of the Purchaser or any of its affiliates, or any director, officer or employee of the Purchaser, nor any trade name, trademark, trade device, service mark, symbol or any abbreviation, contraction or simulation thereof owned by the Purchaser or its affiliates or any information relating to the business or operations of the Purchaser or its affiliates (including, for the avoidance of doubt, any investment vehicles, funds or accounts managed thereby). Notwithstanding the foregoing, the Company may disclose (i) Purchaser’s name and information concerning the Purchaser (A) to the extent required by law, regulation or regulatory request, including in the Registration Statement or (B) to the Company’s lawyers, independent accountants and to other advisors and service providers who reasonably require Purchaser’s information in connection with the provision of services to the Company, are advised of the confidential nature of such information and are obligated to keep such information confidential, and (ii) Purchaser’s name and the terms of this Agreement to the other Subscription Parties. The Company and the Sponsor agree to provide to the Purchaser for Purchaser’s review any disclosure in any registration statement, proxy statement or other document in advance of the submission, filing or disclosure of such document in connection with the transactions contemplated by this Agreement with respect to the Purchaser or any of its affiliates, and will not make any such submission, filing or disclosure without including any revisions reasonably requested in writing by the Purchaser or to the extent the Purchaser has a good faith objection to such submission, filing or disclosure.
(e) Stock Exchange Listing. Until the consummation of the initial Business Combination, the Company will use commercially reasonable efforts to effect and maintain the listing of the Class A Ordinary Shares and Warrants on The Nasdaq Stock Market LLC (or another national securities exchange).
(f) Conversion Restriction. Notwithstanding anything contained herein to the contrary, for so long as the Class A Ordinary Shares is an equity security as defined in Rule 13d-1(i) promulgated pursuant to the Exchange Act, (i) the Company shall not effect any conversion of any Class B Ordinary Shares held by Purchaser for Class A Ordinary Shares, and (ii) Purchaser shall not have the right to exercise any portion of the Class B Ordinary Shares for shares of Class A Ordinary Shares, in each case of clause (i) and (ii), until consummation of the Business Combination.
(g) Voting Agreement. In addition to the agreement to vote as set forth in Section 2, if the Company solicits approval of its shareholders (or any class thereof) for (i) the appointment of directors, (ii) a Business Combination or (iii) an amendment to the Company’s amended and restated memorandum and articles of association to extend the date by which we must consummate our initial Business Combination (an “Extension”), in each case, the Purchaser shall vote all Ordinary Shares and Founder Shares, as applicable, beneficially owned by the Purchaser, whether acquired before, in or after the IPO, in favor of (x) each of the directors nominated by the Board of Directors and recommended by the Board of Directors in the appointment of directors and against any proposals to remove any such members of the Board, (y) such Business Combination (including any proposals recommended by the Board of Directors in connection with such Business Combination) (except that any Ordinary Shares that may be purchased in compliance with the requirements of Rule 14e-5 under the Exchange Act would not be voted in favor of approving such Business Combination) and (z) such Extension.
6.General Provisions.
(a) Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt, or (i) personal delivery to the party to be notified, (ii) when sent, if sent by electronic mail or facsimile (if any) during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next Business Day, (iii) five (5) Business Days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one (1) Business Day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next Business Day delivery, with written verification of receipt. All communications sent to the Company shall be sent to: NMP Acquisition Corp., 555 Bryant Street, No. 590, Palo Alto, CA 94301, Attention: Melanie Figueroa, Email: [•], with a copy to Mitchell Silberberg & Knupp LLP, 437 Madison Avenue, 25^th^ Floor, New York, NY 10022, Attention: Blake Baron, Email: [•].
9
All communications to the Purchaser shall be sent to the Purchaser’s address as set forth on the signature page hereto, or to such email address, facsimile number (if any) or address as subsequently modified by written notice given in accordance with this Section 6(a).
(b) No Finder’s Fees. Each party represents that it neither is nor will be obligated for any finder’s fee or commission in connection with this transaction. The Purchaser agrees to indemnify and to hold harmless the Company from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability) for which the Purchaser or any of its officers, employees or representatives are responsible. The Company agrees to indemnify and hold harmless the Purchaser from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability) for which the Company or any of its officers, employees or representatives is responsible.
(c) Survival of Representations and Warranties. All of the representations and warranties contained herein shall survive the consummation of the transactions contemplated by this Agreement.
(d) Entire Agreement. This Agreement, together with any other documents, instruments and writings that are delivered pursuant hereto or referenced herein, constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby.
(e) Successors. All of the terms, agreements, covenants, representations, warranties and conditions of this Agreement are binding upon, and inure to the benefit of and are enforceable by, the parties hereto and their respective successors. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.
(f) Assignments. Except as otherwise specifically provided herein, no party hereto may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party; provided, however, that the Purchaser may assign its rights under this Agreement to any Permitted Transferee.
(g) Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument.
(h) Headings. The section headings contained in this Agreement are inserted for convenience only and will not affect in any way the meaning or interpretation of this Agreement.
(i) Governing Law. This Agreement, the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without giving effect to its choice of laws principles.
(j) Jurisdiction. The parties hereby irrevocably and unconditionally (i) submit to the nonexclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York, Borough of Manhattan, for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, and (ii) waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.
10
(k) WAIVER OF JURY TRIAL. THE PARTIES HERETO HEREBY WAIVE ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION PURSUANTTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.
(l) Amendments. This Agreement may not be amended, modified or waived as to any particular provision, except with the prior written consent of the Company and the Purchaser.
(m) Severability. The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect the validity or enforceability of the other provisions hereof; provided that if any provision of this Agreement, as applied to any party hereto or to any circumstance, is adjudged by a governmental authority, arbitrator, or mediator not to be enforceable in accordance with its terms, the parties hereto agree that the governmental authority, arbitrator, or mediator making such determination will have the power to modify the provision in a manner consistent with its objectives such that it is enforceable, and/or to delete specific words or phrases, and in its reduced form, such provision will then be enforceable and will be enforced.
(n) Expenses. Each of the Company and the Purchaser will bear its own costs and expenses incurred in connection with the preparation, execution and performance of this Agreement and the consummation of the transactions contemplated hereby, including all fees and expenses of agents, representatives, financial advisors, legal counsel and accountants. The Company shall be responsible for the fees of its transfer agent, stamp taxes and all of The Depository Trust Company’s fees associated with the issuance of the Securities and the securities issuable upon conversion or exercise of the Securities.
(o) Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption or burden of proof will arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement. Any reference to any federal, state, local, or foreign law will be deemed also to refer to law as amended and all rules and regulations promulgated thereunder, unless the context requires otherwise. The words “include,” “includes,” and “including” will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires. The words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties hereto intend that each representation, warranty, and covenant contained herein will have independent significance. If any party hereto has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party hereto has not breached will not detract from or mitigate the fact that such party hereto is in breach of the first representation, warranty, or covenant.
(p) Waiver. No waiver by any party hereto of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, may be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising because of any prior or subsequent occurrence.
(q) Specific Performance. Each party hereto agrees that irreparable damage may occur in the event any provision of this Agreement was not performed by the other party hereto in accordance with the terms hereof and that the such party shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or equity.
(r) Confidentiality. Except as may be required by law, regulation or applicable stock exchange listing requirements (but subject in any case to the provisions of Section 5(d) hereof), unless and until the transactions contemplated hereby and the terms hereof are publicly announced or otherwise publicly disclosed by the Company, the parties hereto shall keep confidential and shall not publicly disclose the existence or terms of this Agreement. Notwithstanding the foregoing, the Purchaser shall be permitted to disclose any information to its affiliates and its and their respective directors, officers, employees, advisors, director or indirect owners, agents and representatives, in each case so long as such person or entity has been advised of the confidentiality obligations hereunder; provided that the Purchaser shall be liable for any breach of such confidentiality obligations by any such person or entity.
[Signaturepage follows]
11
INWITNESS WHEREOF, the undersigned have executed this Agreement to be effective as of the date first set forth above.
| COMPANY: | |
|---|---|
| NMP ACQUISITION CORP. | |
| By: | |
| Name: | Melanie<br> Figueroa |
| Title: | Chief<br> Executive Officer and Director |
| SPONSOR:<br><br> <br><br><br> <br>NEXT MOVE CAPITAL LLC | |
| By: | |
| Name: | Melanie<br> Figueroa |
| Title: | Co-Managing<br> Member |
[Signature Page to Subscription Agreement]
| PURCHASER: |
|---|
| By: |
| Name: |
| Purchaser’s<br>Address for Notices: |
| --- |
[Signature Page to Subscription Agreement]
ScheduleA
| Number of Subscribed Securities | Initial Purchase Price | ||
|---|---|---|---|
| Founder<br> Shares | [●] | $ | [●] |
| Private Placement<br> Units | [●] | $ | [●] |
Exhibit 10.6
NMPACQUISITION CORP.
555Bryant Street, No. 590
PaloAlto, CA 94301
June 30, 2025
Next Move Capital LLC
| Re: | Administrative<br>Services Agreement |
|---|
Ladies and Gentlemen:
This letter agreement by and between NMP Acquisition Corp. (the “Company”) and Next Move Capital LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the effectiveness of the Company’s initial public offering (the “Commencement Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (as amended from time to time, the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
| (i) | the<br> Sponsor, or any of its affiliates, shall make available, or cause to be made available, to<br> the Company, office space and administrative and support services. In exchange therefor,<br> the Company shall begin accruing payments in the sum of $20,000 per month on the Commencement<br> Date and continuing monthly thereafter until the Termination Date, which will be paid to<br> the Sponsor or its affiliates, as applicable, by the Company on the Termination Date, unless<br> such amounts are paid to the Sponsor earlier than the Termination Date from permitted withdrawals<br> (as defined below); and |
|---|---|
| (ii) | the<br> Sponsor and any of its affiliates hereby irrevocably waives any and all right, title, interest,<br> causes of action and claims of any kind as a result of, or arising out of, this letter agreement<br> (each, a “Claim”) in or to, and any and all right to seek payment of any<br> amounts due to it out of, the trust account established for the benefit of the public shareholders<br> of the Company and into which substantially all of the proceeds of the Company’s initial<br> public offering will be deposited (the “Trust Account”), and hereby irrevocably<br> waives any Claim it may have in the future, which Claim would reduce, encumber or otherwise<br> adversely affect the Trust Account or any monies or other assets in the Trust Account, and<br> further agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim<br> against the Trust Account or any monies or other assets in the Trust Account for any reason<br> whatsoever. |
| --- | --- |
| (iii) | As<br> used in this letter agreement, “permitted withdrawals” shall mean amounts<br> withdrawn from the Trust Account (x) to fund the Company’s working capital requirements,<br> up to $300,000, in the aggregate, of the interest earned on the Trust Account, and/or (y)<br> to pay the Company’s income and franchise taxes, if any, provided that all permitted<br> withdrawals can only be made from interest and not from the principal held in the Trust Account. |
| --- | --- |
This letter agreement constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby.
This letter agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by the parties hereto.
No party hereto may assign either this letter agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee.
This letter agreement constitutes the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without giving effect to its choice of laws principles.
This letter agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same letter agreement.
[Signature Page Follows]
| Very truly yours, | |
|---|---|
| NMP ACQUISITION CORP. | |
| By: | /s/ Melanie Figueroa |
| Name: | Melanie Figueroa |
| Title: | Chief Executive Officer and Director |
| AGREED TO AND ACCEPTED BY: | |
| NEXT MOVE CAPITAL LLC | |
| Next Move Partners LLC, as Managing Member | |
| By: | /s/ Melanie Figueroa |
| Name: | Melanie Figueroa |
| Title: | Co-Managing Member |
| By: | /s/ Nadir Ali |
| Name: | Nadir Ali |
| Title: | Co-Managing Member |
[Signature Page to Administrative Services Agreement]
Exhibit 99.1
NMP Acquisition Corp. Announces Pricing of $100 Million Initial Public Offering
PaloAlto, California, June 30, 2025 (GLOBE NEWSWIRE) --NMP Acquisition Corp. (the “Company”) today announced the pricing of its initial public offering of 10,000,000 units at an offering price of $10.00 per unit, with each unit consisting of one Class A ordinary share and one right. Each right entitles the holder to receive one-fifth (1/5) of one Class A ordinary share upon consummation of the Company’s initial business combination. In connection with the offering, $10.00 per unit will be deposited into a trust account with Continental Stock Transfer & Trust Company acting as trustee. Up to $300,000 of interest earned on the funds held in the trust account, in the aggregate, may be released to us to fund our working capital requirements. In addition, we may withdraw interest earned on the trust to pay our income and franchise taxes, if any. The units are expected to trade on the Nasdaq Global Market (“Nasdaq”) under the ticker symbol “NMPAU” beginning on July 1, 2025. Once the securities comprising the units begin separate trading, the Class A ordinary shares and rights are expected to trade on Nasdaq under the symbols “NMP” and “NMPAR,” respectively.
Maxim Group LLC is acting as the sole book-running manager for the offering.
The Company has granted the underwriter a 45-day option to purchase up to 1,500,000 additional units at the initial public offering price less the underwriting discount to cover over-allotments, if any. The offering is expected to close on July 2, 2025, subject to customary closing conditions.
A registration statement on Form S-1 (File No. 333-286985) (the “Registration Statement”) relating to the securities to be sold in the initial public offering, as amended, was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on June 30, 2025. The offering is being made only by means of a prospectus. When available, copies of the prospectus relating to this offering may be obtained from Maxim Group LLC, 300 Park Avenue, 16^th^ Floor, New York, NY 10022, Attention: Syndicate Department, by telephone at (212) 895-3745 or by email at syndicate@maximgrp.com, or by accessing the SEC’s website, www.sec.gov.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About NMPAcquisition Corp.
NMP Acquisition Corp. is a blank check company, also commonly referred to as a special purpose acquisition company, or SPAC, formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.
Forward-LookingStatements
This press release contains statements that constitute “forward-looking statements,” including with respect to the Company’s initial public offering and search for an initial business combination. No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Registration Statement and related preliminary prospectus filed in connection with the initial public offering with the SEC. Copies are available on the SEC's website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contact Information
NMPAcquisition Corp.
Melanie Figueroa
CEO
Attn: Investor Relations
E-mail: mailto:ir@nmpspac.com
Exhibit 99.2
NMP Acquisition Corp. Announces Closing of $100 Million Initial Public Offering
PaloAlto, California, July 02, 2025 (GLOBE NEWSWIRE) --NMP Acquisition Corp. (Nasdaq: NMPAU) (the “Company”) today announced the closing of its previously announced initial public offering of 10,000,000 units (the “Offering”) at an offering price of $10.00 per unit, with each unit consisting of one Class A ordinary share and one right. Each right entitles the holder to receive one-fifth (1/5) of one Class A ordinary share upon consummation of the Company’s initial business combination. The units began trading on the Nasdaq Global Market (“Nasdaq”) under the ticker symbol “NMPAU” on July 1, 2025. Once the securities comprising the units begin separate trading, the Class A ordinary shares and rights are expected to trade on Nasdaq under the symbols “NMP” and “NMPAR,” respectively.
Maxim Group LLC acted as the sole book-running manager for the Offering.
The Company has granted the underwriter a 45-day option to purchase up to 1,500,000 additional units at the initial public offering price less the underwriting discount to cover over-allotments, if any.
A registration statement on Form S-1 (File No. 333-286985) (the “Registration Statement”) relating to the securities to be sold in the Offering, as amended, was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on June 30, 2025. The Offering was made only by means of a prospectus. Copies of the prospectus relating to this offering may be obtained from Maxim Group LLC, 300 Park Avenue, 16^th^ Floor, New York, NY 10022, Attention: Syndicate Department, by telephone at (212) 895-3745 or by email at syndicate@maximgrp.com, or by accessing the SEC’s website, www.sec.gov.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About NMPAcquisition Corp.
NMP Acquisition Corp. is a blank check company, also commonly referred to as a special purpose acquisition company, or SPAC, formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.
Forward-LookingStatements
This press release contains statements that constitute “forward-looking statements,” including with respect to the Company’s search for an initial business combination. No assurance can be given that the net proceeds of the Offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Registration Statement and related preliminary prospectus filed in connection with the Offering with the SEC. Copies are available on the SEC's website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contact Information
NMP Acquisition Corp.
Melanie Figueroa
CEO
Attn: Investor Relations
mailto:ir@nmpspac.com