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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 22, 2026
| NMP ACQUISITION CORP. |
| (Exact name of registrant as specified in its charter) |
| Cayman Islands |
|
001-42725 |
|
N/A |
| (State or other jurisdiction |
|
(Commission File Number) |
|
(IRS Employer |
| of incorporation) |
|
|
|
Identification Number) |
|
555 Bryant Street, No. 590
Palo Alto, CA 94301 |
| (Address of principal executive offices and zip code) |
(408) 357-3214
(Registrant’s telephone number, including
area code)
(Former name or former address, if changed since
last report.)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☒ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act.
| Title of each class |
|
Trading Symbol |
|
Name of each exchange on which registered |
| Units, consisting of one Class A Ordinary Share, $0.0001 par value per share, and one Right to acquire one-fifth of one Class A Ordinary Share |
|
NMPAU |
|
The Nasdaq Stock Market LLC |
| Class A Ordinary Shares, par value $0.0001 per share |
|
NMP |
|
The Nasdaq Stock Market LLC |
| Rights, each whole right to acquire one-fifth of one Class A Ordinary Share |
|
NMPAR |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
Amendment No. 1 to Business Combination Agreement
As
previously disclosed, on September 4, 2026, NMP Acquisition Corp., a Cayman Islands exempted company (“NMP”),
entered into a Business Combination Agreement (the “Business Combination Agreement”) with GTS Holdings, LLC,
a Utah limited liability company (“GTS” or the “Company”), GTS Holdings, Inc., a Nevada
corporation (“Pubco”), Gibson Technical Services, Inc., a Georgia corporation and wholly-owned subsidiary of
the Company (“OpCo”), and the other parties thereto. Capitalized terms used but not defined in this Current
Report on Form 8-K have the meanings given to them in the Business Combination Agreement, as amended by the Amendment (as defined below).
On
September 22, 2026, NMP, Pubco and the Company entered into Amendment No. 1 to Business Combination Agreement (the “Amendment”).
The
Amendment amends Section 6.4(a) and Section 6.4(c) of the Business Combination Agreement to extend to October 9, 2026 the date by which
the Company is required to deliver each of the Company Audited Financials and the Pubco Audited Financials to NMP. In each case, NMP may
further extend the delivery date from time to time in its sole discretion, for any period and on one or more occasions, effective upon
written notice to the Company and without any further amendment to the Business Combination Agreement or the consent of any other party.
The
Amendment confirms that each reference in the Business Combination Agreement to the “Audit Delivery Date,” including in Section
6.12(a) (filing of the Registration Statement) and Section 8.1(h) (NMP’s termination right), means the date determined under Section
6.4(a) of the Business Combination Agreement, as amended by the Amendment. The Registration Statement is required to be filed within five
(5) business days following the Audit Delivery Date.
The
amendments in the Amendment are given effect as of the date of the Business Combination Agreement, and no failure of the Company to deliver
the Company Audited Financials or the Pubco Audited Financials prior to the date of the Amendment constitutes a breach of, a failure of
any closing condition under, or a basis for termination of, the Business Combination Agreement.
Except
as expressly amended by the Amendment, the Business Combination Agreement remains in full force and effect in accordance with its terms.
The
foregoing description of the Amendment is not complete and is subject to, and qualified in its entirety by reference to, the full text
of the Amendment, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Additional Information
and Where to Find It
Pubco
and GTS intend to file the Registration Statement with the U.S. Securities and Exchange Commission (the “SEC”),
which will include a preliminary proxy statement of NMP and a prospectus (the “Proxy Statement/Prospectus”)
in connection with the extraordinary meeting of NMP’s shareholders to approve the transactions contemplated by the Business Combination
Agreement, as amended by the Amendment (the “Transactions”). The definitive proxy statement and other relevant
documents will be mailed to shareholders of NMP as of a record date to be established for voting on the Transactions and other matters
as described in the Proxy Statement/Prospectus. NMP, GTS and/or Pubco will also file other documents regarding the Transactions with the
SEC. This Current Report on Form 8-K does not contain all of the information that should be considered concerning the Transactions and
is not intended to form the basis of any investment decision or any other decision in respect of the Transactions. BEFORE MAKING ANY VOTING
OR INVESTMENT DECISION, SHAREHOLDERS OF NMP AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS,
AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH
THE SEC IN CONNECTION WITH NMP’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO
APPROVE THE TRANSACTIONS AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT
INFORMATION ABOUT NMP, GTS, PUBCO AND THE TRANSACTIONS. Investors and security holders will also be able to obtain copies of the Registration
Statement and the Proxy Statement/Prospectus and all other documents filed or that will be filed with the SEC by NMP and Pubco, without
charge, once available, on the SEC’s website at www.sec.gov or by directing a request to: NMP Acquisition Corp.,
555 Bryant Street, No. 590, Palo Alto, CA 94301; or upon written request to GTS Holdings, Inc. at 230 Mountain Brook Ct., Canton, GA 30115,
respectively.
NEITHER
THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED HEREIN, PASSED UPON THE MERITS
OR FAIRNESS OF THE TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS CURRENT REPORT ON FORM 8-K. ANY REPRESENTATION
TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
Participants in the
Solicitation
NMP,
GTS, OpCo, Pubco and their respective directors, executive officers, certain of their equity holders and other members of management and
employees may be deemed under SEC rules to be participants in the solicitation of proxies from NMP’s shareholders in connection
with the Transactions. A list of the names of such persons, and information regarding their interests in the Transactions and their ownership
of NMP’s securities are, or will be, contained in NMP’s filings with the SEC, including the final prospectus for NMP’s
initial public offering dated June 30, 2025. Additional information regarding the interests of the persons who may, under SEC rules, be
deemed participants in the solicitation of proxies of NMP’s shareholders in connection with the Transactions, including the names
and interests of OpCo’s, GTS’s and Pubco’s respective directors or managers and executive officers, will be set forth
in the Registration Statement and Proxy Statement/Prospectus, which is expected to be filed by Pubco and NMP with the SEC. Investors and
security holders may obtain free copies of these documents as described above.
No Offer or Solicitation
This
Current Report on Form 8-K and the information contained herein is for informational purposes only and is not a proxy statement or solicitation
of a proxy, consent or authorization with respect to any securities or in respect of the potential transactions and shall not constitute
an offer to sell or exchange, or a solicitation of an offer to buy or exchange the securities of NMP, GTS or Pubco, or any commodity or
instrument or related derivative of NMP or Pubco, nor shall there be any sale of any such securities, commodities, instruments or related
derivatives in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or
qualification under the securities laws of such state or jurisdiction. No offer of securities, commodities, instruments or derivatives
shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended (the “Securities
Act”) or an exemption therefrom. Investors should consult with their counsel as to the applicable requirements for a purchaser
to avail itself of any exemption under the Securities Act.
Item 9.01 Financial
Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| |
|
|
| 2.1 |
|
Amendment No. 1 to Business Combination Agreement, dated as of September 22, 2026, by and among NMP Acquisition Corp., GTS Holdings, Inc. and GTS Holdings, LLC. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
NMP Acquisition Corp. |
| |
|
|
| |
By: |
/s/ Melanie Figueroa |
| |
Name: |
Melanie Figueroa |
| |
Title: |
Chief Executive Officer and Director |
| |
|
|
| Date: September 25, 2026 |
|
|
