NMP 10-K & 10-Q changes, risk factors and insider trading

Following the closing of the Initial Public Offering and over-allotment option, an amount of $115,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Public Units in the Initial Public Offering and the Private Placement were placed in a trust account (the “Trust Account”). The funds in the Trust Account will be invested or held only in either (i) U.S. government treasury bills with a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, (the “Investment Company Act”), which invest only in direct U.S. government treasury obligations, (ii) as uninvested cash, or (iii) an interest bearing bank demand deposit account or other accounts at a bank. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of interest earned on the funds held in the Trust Account that may be released to us to fund our 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 to pay our income and franchise taxes, if any, subject to a limit of $300,000 in the aggregate, provided that all withdrawals may only be made from interest and not from the principal held in the Trust Account (collectively, “permitted withdrawals”)), to complete our initial business combination. During the three months ended June 30, 2026, permitted withdrawals of $150,000 were withdrawn from the Trust Account. Except with respect to permitted withdrawals and/or to pay dissolution expenses, the proceeds from the Initial Public Offering and Private Placement held in the Trust Account will not be released until the earliest of (a) the completion of our initial business combination; (b) the redemption of any of the public shares in connection with any vote on a proposed business combination in accordance with the provisions of our Amended Charter; (c) the repurchase of shares by means of a tender offer pursuant to the Amended Charter (d) the redemption of any of our public shares in connection with a shareholder vote to amend the Amended Charter (i) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or redeem 100% of its public shares if we do not consummate 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.

For the three and six months ended March 31,June 30, 2026, we had net income of $593,067,$768,616 and $1,361,683, respectively, which is comprised of $1,031,267$1,047,051 and $2,078,318, respectively of investment income on investments held in the Trust Account less $438,200$278,435 and $716,635, respectively of formation and operating costs.

For the three and six months ended MarchJune 31,30, 2025, we incurred a net loss of $55,567,$77,889 and $133,456, respectively, consisting of formation and operating costs.

As of MarchJune 31,30, 2026, the Company had a cash balance of $156,475$106,746 and negativea working capital deficit of $51,907.$180,342. Further, Next Move Capital LLC, the Company’s sponsor (the “Sponsor”), has agreed to loan up to $300,000 to cover organizational, offering-related and post-offering expenses, which amount may be increased to $500,000 if we and our Sponsor agree. These loans are evidenced by a promissory note dated December 31, 2024, as amended on June 23, 2025 (as amended, the “Note”). Until the consummation of our Initial Public Offering, our only source of liquidity was an initial purchase of Founder Shares by the Sponsor and loans from our Sponsor.

For the threesix months ended March 31,June 30, 2026, cash used in operating activities was $196,772.$396,501. Net income of $593,067$1,361,683 was affected by interest earned on investments held in the Trust Account of $(1,031,267),$2,078,318, and net change in operating assets and liabilities of $241,428.$320,134.

For the threesix months ended MarchJune 31,30, 2025, cash usedprovided inby operating activities was $0,$140,243, as the net loss of $55,567$133,456 was offset by a net change in operating assets and liabilities of $55,289 and a sponsor payment for legal expenses of $278.$273,698.

At March 31,June 30, 2026, the Company had cash of $156,475$106,746 and negativea working capital deficit of $51,907.$180,342.

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of MarchJune 31,30, 2026. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

The Sponsor agreed to loan up to $100,000 to the Company pursuant to the terms of the Note, which amount was increased to $300,000 on June 23, 2025, pursuant to an amendment to the Note, and may be further increased to $500,000 if we and the Sponsor agree, to cover organizational, offering-related and post-offering expenses. These loans underlying the Note are non-interest bearing, unsecured and are due on the date in which we consummate our initial business combination or on the date of its dissolution deadline, assuming there is cash available. As of MarchJune 31,30, 2026, we owed $4,963 to the Sponsor under the Note.

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of these unaudited condensed financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. As of MarchJune 31,30, 2026, we have not identified any critical accounting policies or estimates.