NMP Acquisition Corp. 8-KCurrent Reports (8-K / ad hoc)

Business

Item 1.01 Entry into a Material Definitive Agreement. Business Combination Agreement General Description of the Business Combination Agreement 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 (together with its successors, “ GTS ” or the “ Company ”), GTS Holdings, Inc., a Nevada corporation (“ Pubco ”), GTS Merger Sub I, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco (“ NMP Merger Sub ”), GTS Merger Sub II, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Pubco (“ Company Merger Sub ” and together with NMP Merger Sub, the “ Merger Subs ”, and the Merger Subs collectively with Pubco, the “ Company Parties ”), Streeterville Capital, LLC, a Utah limited liability company and the sole equityholder of the Company (the “ Seller ”), and Gibson Technical Services, Inc., a Georgia corporation and wholly-owned subsidiary of the Company (“ OpCo ”). Pursuant to the Business Combination Agreement and subject to the terms and conditions set forth therein, on the closing (the “ Closing ”, and the date and time of the Closing, the “ Closing Date ”) of the transactions contemplated by the Business Combination Agreement (the “ Transactions ”), (A) NMP Merger Sub will merge with and into NMP, with NMP continuing as the surviving entity and wholly-owned subsidiary of Pubco (the “ NMP Merger ”), as a result of which all of the NMP securities issued and outstanding as of immediately prior to the effective time of the NMP Merger will be cancelled and extinguished in exchange for the right to receive newly-issued securities of Pubco, as follows: (a) each NMP Class A ordinary share, par value $0.0001 per share (“ NMP Class A Ordinary Share ”) (including the NMP Class A Ordinary Shares issued upon conversion of each NMP Class B ordinary share, par value $0.0001 per share (“ NMP Class B Ordinary Share ”)) will be converted into the right to receive one newly-issued share of Pubco Class A common stock, par value $0.0001 per share (“ Pubco Class A Common Stock ”), and (b) each NMP share right (entitling holders thereof to the right to receive one-fifth (1/5) of one NMP Class A Ordinary Share) (“ NMP Share Right ”) outstanding as of immediately prior to