NMP Acquisition Corp. Announces Business Combination with GTS ( $400M EV)

What Happened

• On September 4, 2026 (press release Sept. 8, 2026), NMP Acquisition Corp. entered into a Business Combination Agreement to combine with GTS Holdings. The transaction will create a newly public operating company (Pubco) and values the combined business at an Enterprise Value of $400,000,000. The deal contemplates two mergers (one into NMP and one into GTS) that will result in NMP and GTS becoming wholly owned subsidiaries of Pubco.
• The agreement includes a debt restructuring that converts the Seller’s secured notes into a new First Lien Secured Promissory Note issued by OpCo with an aggregate principal amount of $75,000,000; together with a Seller line of credit (after permitted draws) the retained seller debt will not exceed $82,000,000. Consideration to the seller will be issued in newly‑issued Pubco common stock and Series A preferred stock such that the total Merger Consideration equals the $400M Enterprise Value less retained seller debt.

Key Details

• Agreement date: September 4, 2026; S‑4 registration statement to be filed shortly after delivery of audited financials (Audit Delivery Date no later than Sept. 19, 2026 or 15 days from the agreement date).
• Consideration mechanics: Equity Consideration equals $400M minus retained seller debt; Pubco common stock issued at a $10.00 per‑share reference for calculation (95% of the applicable equity consideration in Class A shares; 5% in Class B), plus 75,000 shares of Series A Preferred (each with $1,000 stated value = $75M).
• Series A Preferred terms: $1,000 stated value per share; 9% annual preferred return (increasing to 12% on uncured default); convertible into Pubco Class A at an initial $12.00 conversion price (subject to anti‑dilution), 9.99% ownership cap, senior liquidation preference and limited voting rights.
• Governance & lockups: Post‑Closing board to have five directors (NMP will designate one — Nadir Ali — who will serve as Pubco CEO; GTS will designate four, including Michael McCracken; at least three must be independent). Management and other parties agree to lock‑ups generally for 6 months with early release if Pubco Class A shares trade at a VWAP ≥ $12 for specified periods.

Why It Matters

• This transaction is a definitive SPAC business combination that would convert NMP into an operating public company (Pubco) and provide GTS with public markets access. Investors should note the $400M headline valuation is presented net of up to ~$82M of seller debt that will remain as secured obligations of OpCo/Pubco after restructuring.
• The issuance of senior Series A Preferred (with a $75M implied component) and the debt rollover reduce the amount of equity retained by seller and may affect the capital structure and claims on cash flows relative to common shareholders. The registration statement, NMP shareholder vote, Nasdaq approval and other closing conditions must be satisfied before the deal closes. NMP shareholders will have redemption rights in connection with the S‑4 proxy/prospectus.
• Important legal and risk items in the agreement: representations and warranties generally terminate at closing and the agreement states there are no surviving indemnification rights for breaches after closing. GTS and related parties waived any claim to NMP’s trust account.