SecProbe.io

CORRESP
 1
 filename1.htm

 June 30, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, DC 20549

 Attention: Catherine De Lorenzo and Pamela Long

 Re:
 NMP Acquisition Corp.

 Registration
Statement on Form S-1

 Initially filed
May 6, 2025, as amended

 File No. 333-286985

 Dear Ms. De Lorenzo
and Long,

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended (the "Act"), the undersigned hereby joins in the request of NMP Acquisition Corp. that
the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 5:00 p.m. ET
on Monday, June 30, 2025, or as soon thereafter as practicable.

 Pursuant to Rule 460 of the
General Rules and Regulations under the Act, the undersigned wishes to advise you that there will be distributed to each underwriter or
dealer who is reasonably anticipated to participate in the distribution of the security as many copies of the proposed form of preliminary
prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 The undersigned advises that
it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities and Exchange Act of 1934, as
amended.

 Very truly yours,

 Maxim Group LLC

 By:
 /s/ Larry Glassberg

 Name:
 Larry Glassberg

 Title:
 Managing Director

 cc:
 Mitchell Silberberg & Knupp LLP

CORRESP
 1
 filename1.htm

 NMP ACQUISITION CORP.

 555 Bryant Street, No. 590

 Palo Alto, CA 94301

 June 30, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549

 RE:
 NMP Acquisition Corp.

 Registration Statement on Form S-1, as amended

 Filed May 6, 2025

 File No. 333-286985

 Acceleration Request

 Requested Date: Monday, June 30, 2025

 Requested Time: 5:00 p.m. Eastern Time

 Ladies and Gentlemen:

 In accordance with Rule 461
under the Securities Act of 1933, as amended, the undersigned registrant (the " Registrant ") hereby requests that the
Securities and Exchange Commission (the " Commission ") take appropriate action to cause the above-referenced Registration
Statement on Form S-1 (File No. 333-286985) (as amended, the " Registration Statement ") to become effective on Monday, June 30, 2025, at 5:00 p.m. Eastern Time, or as soon thereafter as possible, or at such later time as the Registrant or its outside counsel,
Mitchell Silberberg & Knupp LLP, may orally request via telephone call to the staff.

 Once the Registration Statement
has been declared effective, please orally confirm that event with our outside counsel by calling Blake Baron at (917) 546-7709.

 Very truly yours,

 NMP Acquisition Corp.

 By:
 /s/ Melanie Figueroa

 Melanie Figueroa

 Chief Executive Officer

 cc: Gabriel Miranda, Mitchell Silberberg & Knupp LLP

 NMP Acquisition Corp. – 555 Bryant Street,
No. 590, Palo Alto, CA 94301 – Tel: 408.357.3214

CORRESP
 1
 filename1.htm

 June 27, 2025

 VIA EDGAR

 Division of Corporation Finance

 Office of Real Estate &
Construction

 100 F. Street, N.E.

 Washington, D.C. 20549

 Attention: Eric McPhee, 202-551-3693

 Shannon Menjivar, 202-551-3856

 Catherine De Lorenzo,
202-551-3772

 Pamela Long, 202-551-3765

 Re: NMP Acquisition Corp.

 Amendment No. 3 to Registration Statement
on Form S-1

 Filed June 24, 2025

 Amendment No. 4 to Registration Statement
on Form S-1

 Filed June 26, 2025

 File No. 333-286985

 Ladies and Gentlemen:

 NMP Acquisition Corp. (the
" Company ," " we ," " us ," or " our ") confirms receipt of the letter
dated June 26, 2025, from the staff (the " Staff ") of the Securities and Exchange Commission (the " Commission ")
with respect to the above-referenced filing. We are responding to the Staff's comments as set forth below. Concurrently with the
submission of this response letter, the Company is filing Amendment No. 5 to the Registration Statement on Form S-1 (as amended, the " Registration
Statement "). The Staff's comment is set forth below in bold, followed by the Company's response:

 Amendment No. 3 to Form S-1

 Cover page

 1. Please revise the cover page and similar disclosures throughout the prospectus to address whether an increase in the offering size
pursuant to Rule 462(b) that results in the issuance of additional founder shares may result in the material dilution of purchasers' equity
investment.

 Response : Pursuant to the terms
of the contemplated underwriting agreement, attached as an Exhibit to the Registration Statement, the Company will agree to not increase
the size of the offering pursuant to Rule 462(b), therefore, no additional founder shares will be issued and, as a result, a purchaser's
equity interest will not be diluted as a result of an increase to the size of the offering pursuant to Rule 462(b). The Company has revised its disclosure on the cover page and pages
5, 24, 105 and 154 of the Registration Statement to address the Staff's comment.

 ***

 We trust that this response
satisfactorily responds to your request. Should you require further information, please contact our legal counsel Blake Baron at (917)
546-7709.

 Sincerely,

 /s/ Melanie Figueroa

 By: Melanie Figueroa

 Title: Chief Executive Officer

 cc: Gabriel Miranda, Esq., Mitchell Silberberg & Knupp LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 26, 2025

Melanie Figueroa
Chief Executive Officer
NMP Acquisition Corp.
555 Bryant Street, No. 590
Palo Alto, CA 94301

 Re: NMP Acquisition Corp.
 Amendment No. 3 to Registration Statement on Form S-1
 Filed June 24, 2025
 Amendment No. 4 to Registration Statement on Form S-1
 Filed June 26, 2025
 File No. 333-286985
Dear Melanie Figueroa:

 We have reviewed your amended registration statement and have the
following
comment.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe this comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments. Unless
we note
otherwise, any references to prior comments are to comments in our June 16,
2025 letter.

Amendment No. 3 to Form S-1 filed June 24, 2025
Cover page

1. Please revise the cover page and similar disclosures throughout the
prospectus to
 address whether an increase in the offering size pursuant to Rule 462(b)
that results in
 the issuance of additional founder shares may result in the material
dilution of
 purchasers' equity investment.
 June 26, 2025
Page 2

 Please contact Eric McPhee at 202-551-3693 or Shannon Menjivar at
202-551-3856 if
you have questions regarding comments on the financial statements and related
matters. Please contact Catherine De Lorenzo at 202-551-3772 or Pamela Long at
202-551-
3765 with any other questions.

 Sincerely,

 Division of Corporation
Finance
 Office of Real Estate &
Construction
cc: Blake Baron, Esq
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 June 24, 2025

 VIA EDGAR

 Division of Corporation Finance

 Office of Real Estate &
Construction

 100 F. Street, N.E.

 Washington, D.C. 20549

 Attention:
 Eric McPhee, 202-551-3693

 Shannon Menjivar, 202-551-3856

 Catherine De Lorenzo, 202-551-3772

 Pamela Long, 202-551-3765

 Re:
 NMP Acquisition Corp.

 Amendment No. 2 to Registration Statement on Form S-1

 Filed June 12, 2025

 File No. 333-286985

 Ladies and Gentlemen:

 NMP Acquisition Corp. (the
" Company ," " we ," " us ," or " our ") confirms receipt of the letter
dated June 16, 2025, from the staff (the " Staff ") of the Securities and Exchange Commission (the " Commission ")
with respect to the above-referenced filing. We are responding to the Staff's comments as set forth below. Concurrently with the
submission of this response letter, the Company is filing Amendment No. 3 to the Registration Statement on Form S-1 (as amended, the " Registration
Statement "). The Staff's comment is set forth below in bold, followed by the Company's response:

 Amendment No. 2 to Form S-1

 Summary

 Sponsor Information, page 3

 1. We note your disclosure on page 3 that your sponsor may issue non-managing membership interests representing
indirect interests to acquire private placement units and founder shares, and disclosure on page 180 that Mitchell Silberberg & Knupp
LLP, your U.S. counsel may receive, indirectly through the receipt of non-managing membership interests of the sponsor, ordinary shares
in connection with legal fees. If the interests of counsel or any direct or indirect holder of any non-managing membership interests would
be material, please identify such holder and the nature and amount of their interests. Refer to Item 1603(a)(7). In addition, please disclose,
if known, the amount of any non-managing membership interests expected to be issued at or prior to the consummation of the offering, the
expected number of non-managing members and whether there is a maximum percentage interest that a non-managing sponsor member can hold
in your private placement units and founder shares. Also clarify whether the private placement units and founder shares that the non-managing
members would hold an indirect interest in are part of or are in addition to the 157,000 units to be purchased and the 3,498,333 founder
shares held by the sponsor.

 Response:
 The Company acknowledges the Staff's comment and advises the Staff that it has revised its disclosure on the cover page and
pages 3, 4, 103 and 186 of the Registration Statement to address the Staff's comment.

 ***

 We trust that this response
satisfactorily responds to your request. Should you require further information, please contact our legal counsel Blake Baron at (917)
546-7709.

 Sincerely,

 /s/ Melanie Figueroa

 By:
 Melanie Figueroa

 Title:
 Chief Executive Officer

 cc: Gabriel Miranda, Esq., Mitchell Silberberg & Knupp LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 16, 2025

Melanie Figueroa
Chief Executive Officer
NMP Acquisition Corp.
555 Bryant Street, No. 590
Palo Alto, CA 94301

 Re: NMP Acquisition Corp.
 Amendment No. 2 to Registration Statement on Form S-1
 Filed June 12, 2025
 File No. 333-286985
Dear Melanie Figueroa:

 We have reviewed your amended registration statement and have the
following
comment.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe this comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments. Unless
we note
otherwise, any references to prior comments are to comments in our May 20, 2025
letter.

Amendment No. 2 to Form S-1
Summary
Sponsor Information, page 3

1. We note your disclosure on page 3 that your sponsor may issue
non-managing
 membership interests representing indirect interests to acquire private
placement units
 and founder shares, and disclosure on page 180 that Mitchell Silberberg
& Knupp
 LLP, your U.S. counsel may receive, indirectly through the receipt of
non-
 managing membership interests of the sponsor, ordinary shares in
connection with
 legal fees. If the interests of counsel or any direct or indirect holder
of any non-
 managing membership interests would be material, please identify such
holder and the
 nature and amount of their interests. Refer to Item 1603(a)(7). In
addition, please
 disclose, if known, the amount of any non-managing membership interests
expected
 June 16, 2025
Page 2

 to be issued at or prior to the consummation of the offering, the
expected number of
 non-managing members and whether there is a maximum percentage interest
that a
 non-managing sponsor member can hold in your private placement units and
founder
 shares. Also clarify whether the private placement units and founder
shares that the
 non-managing members would hold an indirect interest in are part of or
are in addition
 to the 157,000 units to be purchased and the 3,498,333 founder shares
held by the
 sponsor.
 Please contact Eric McPhee at 202-551-3693 or Shannon Menjivar at
202-551-3856 if
you have questions regarding comments on the financial statements and related
matters. Please contact Catherine De Lorenzo at 202-551-3772 or Pamela Long at
202-551-
3765 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Blake Baron, Esq
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 June 4, 2025

 VIA EDGAR

 Division of Corporation Finance

 Office of Real Estate &
Construction

 100 F. Street, N.E.

 Washington, D.C. 20549

 Attention:
 Eric McPhee, 202-551-3693

 Shannon Menjivar, 202-551-3856

 Catherine De Lorenzo, 202-551-3772

 Pamela Long, 202-551-3765

 Re:
 NMP Acquisition Corp.

 Registration Statement on Form S-1

 Filed May 6, 2025

 File No. 333-286985

 Ladies and Gentlemen:

 NMP Acquisition Corp. (the
" Company ," " we ," " us ," or " our ") confirms receipt of the letter
dated May 20, 2025, from the staff (the " Staff ") of the Securities and Exchange Commission (the " Commission ")
with respect to the above-referenced filing. We are responding to the Staff's comments as set forth below. Concurrently with the
submission of this response letter, the Company is filing a Registration Statement on Form S-1 (the " Registration Statement ").
The Staff's comment is set forth below in bold, followed by the Company's response:

 Form S-1 filed on May 6, 2025

 Note 2 – Summary
of Significant Accounting Policies

 Recent Accounting Standards,
page F-13

 1. We note your disclosure
that the Company reported its operations as a single reportable segment thus the new guidance in ASU 2023-07 does not affect your disclosures.
Please note that the disclosure requirements in ASC 280 – Segment Reporting applies to all public entities including those that
have a single reportable segment. Please revise your financial statements to include the required disclosures. Refer to ASC 280-10-50-20.

 Response: In
response to the Staff's comment, the Company has revised its financial statements to include the required disclosure in ASC 280
under "Note 8 – Segment Information".

 ***

 We trust that this response
satisfactorily responds to your request. Should you require further information, please contact our legal counsel Blake Baron at (917)
546-7709.

 Sincerely,

 /s/ Melanie Figueroa

 By:
 Melanie Figueroa

 Title:
 Chief Executive Officer

 cc: Gabriel Miranda, Esq.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 20, 2025

Melanie Figueroa
Chief Executive Officer
NMP Acquisition Corp.
555 Bryant Street, No. 590
Palo Alto, CA 94301

 Re: NMP Acquisition Corp.
 Registration Statement on Form S-1
 Filed May 6, 2025
 File No. 333-286985
Dear Melanie Figueroa:

 We have reviewed your registration statement and have the following
comment.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe this comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Form S-1 filed on May 6, 2025
Note 2 - Summary of Significant Accounting Policies
Recent Accounting Standards, page F-13

1. We note your disclosure that the Company reported its operations as a
single
 reportable segment thus the new guidance in ASU 2023-07 does not affect
your
 disclosures. Please note that the disclosure requirements in ASC 280 -
Segment
 Reporting applies to all public entities including those that have a
single reportable
 segment. Please revise your financial statements to include the required
disclosures.
 Refer to ASC 280-10-50-20.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.
 May 20, 2025
Page 2

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Eric McPhee at 202-551-3693 or Shannon Menjivar at
202-551-3856 if
you have questions regarding comments on the financial statements and related
matters. Please contact Catherine De Lorenzo at 202-551-3772 or Pamela Long at
202-551-
3765 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Blake Baron, Esq
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 May 5, 2025

 VIA EDGAR

 Division of Corporation Finance

 Office of Real Estate &
Construction

 100 F. Street, N.E.

 Washington, D.C. 20549

 Attention:
 Eric McPhee, 202-551-3693

 Shannon Menjivar, 202-551-3856

 Catherine De Lorenzo, 202-551-3772

 Pam Long, 202-551-3765

 Re:
 NMP Acquisition Corp.

 Amendment No. 1 to

 Draft Registration Statement on Form S-1

 Filed April 9, 2025

 CIK No. 0002054876

 Ladies and Gentlemen:

 NMP Acquisition Corp. (the
" Company ," " we ," " us ," or " our ") confirms receipt of the letter
dated April 22, 2025, from the staff (the " Staff ") of the Securities and Exchange Commission (the " Commission ")
with respect to the above-referenced filing. We are responding to the Staff's comments as set forth below. Concurrently with the
submission of this response letter, the Company is filing a Registration Statement on Form S-1 (the " Registration Statement ").
The Staff's comment is set forth below in bold, followed by the Company's response:

 Amendment No. 1 to Draft Registration Statement
on Form S-1

 Sponsor Information,
page 3

 1. Please revise the tables beginning on pages 3
and 98 to disclose that officers and directors may receive finder's fees, advisory fees, consulting fees or success fees, consistent with
disclosure on your cover page, and to disclose that the sponsor may transfer founder shares to your three director nominees for their
board service, and the number of shares, consistent with your disclosure on the cover page and on page 130. Please also add the expiration
date of the lock-up agreement with Maxim in the tabular disclosure of restrictions on transfers of SPAC securities.

 Response:
 The Company acknowledges the Staff's comment and advises the Staff that it has revised its disclosure on the cover page and
pages 3, 4, 6, 99, 100 and 102 of the Registration Statement to address the Staff's comment and to reflect that the director nominees
will instead receive an indirect interest in an aggregate amount of 150,000 founder shares through membership interests in the sponsor
at or prior to the consummation of the offering.

 2. As requested in prior comment 5, please reconcile
disclosures regarding the founder share lockup. In the tables beginning on pages 5 and 100, you state that the founder share lockup ends
6 months after the de-SPAC, or if the share closing price exceeds $12 for any 20 out of 30 trading day period beginning 150 days after
de-SPAC, which is also 6 months after the de-SPAC regardless of the share price. We note that you also state on page 18 (formerly page
13) and in several other places throughout your prospectus that if the share price is at least $12 per share for any 20 out of 30 trading
days after the de-SPAC, then 50% of the founder shares will be released from lock-up. Meanwhile, disclosure on page 36 states that the
founder shares will not be transferable until one year after completion of your initial business combination. Please revise these and
any other disclosures throughout the prospectus that discuss the founder share lockup to clearly disclose its duration and the terms of
the release of shares therefrom, including whether the duration is shortened and by what amount of time if there is a $12 or other minimum
share price, and whether there are circumstances in which only 50% or some other percentage of founder shares will be released from the
lockup.

 Response:
 The Company acknowledges the Staff's comment and advises the Staff that it has revised its disclosure throughout the Registration
Statement to reflect that the lock-up for the founder shares will expire on the earlier of (i) six months after the date of the consummation
of an initial business combination; and (ii) such time that the closing price of the ordinary shares equals or exceeds $12.00 per share
(as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and other similar transactions) for any 20 trading
days within any 30-trading day period commencing any time 75 days after the completion of the Company's initial business combination.

 Risk Factors

 Risks Relating to our
Search for, Consummation of, or Inability to Consummate, a Business Combination and Post-Business Combination Risks

 If we seek shareholder
approval of our initial business combination, our sponsor, officers and directors have agreed to vote…, page 41

 3. We acknowledge your response to prior comment
14. We also note your disclosure here and on page 39 that your sponsor, officers and directors have agreed to vote any founder shares
and private placement shares held by them, as well as any public shares purchased during or after this offering, in favor of our initial
business combination. Please revise to reconcile these disclosures with your disclosure that such purchases would be structured in compliance
with Rule 14e-5 under the Exchange Act. Refer to Tender Offer Rules and Schedules Compliance and Disclosure Interpretation 166.01 for
guidance.

 Response: The
Company acknowledges the Staff's comment and advises the Staff that it has revised its disclosure in pages 17, 29, 42, 114, 137,
146 and 147 of the Registration Statement to reflect that public shares purchased in compliance with Rule 14e-5 under the Exchange Act
would not be voted in favor of approving the business combination transaction.

 We may not be able to
complete an initial business combination…, page 44

 4. We note your revisions made in response to prior
comment 13 that the sponsor does not have any member who is a non-U.S. person. Please further revise to clarify whether any of the sponsor's
members have substantial ties with a non-U.S. person, as requested in the comment.

 Response: The
Company acknowledges the Staff's comment and advises the Staff that it has revised its disclosure on page 45 of the Registration
Statement to address the Staff's comment.

 Underwriting, page 70

 5. We note your response to prior comment 18. Please
revise to include the private placement units and representative shares in your underwriter's compensation table. Please Refer to Item
508(e) of Regulation S-K.

 Response:
 The Company acknowledges the Staff's comment and advises the Staff that it has revised its disclosure on page 172 of the Registration
Statement to address the Staff's comment.

 ***

 2

 We trust that this response
satisfactorily responds to your request. Should you require further information, please contact our legal counsel Blake Baron at (917)
546-7709.

 Sincerely,

 /s/ Melanie Figueroa

 By:
 Melanie Figueroa

 Title:
 Chief Executive Officer

 cc: Gabriel Miranda, Esq.

 3

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 22, 2025

Melanie Figueroa
Chief Executive Officer
NMP Acquisition Corp.
555 Bryant Street, No. 590
Palo Alto, CA 94301

 Re: NMP Acquisition Corp.
 Amendment No. 1 to
 Draft Registration Statement on Form S-1
 Submitted April 9, 2025
 CIK No. 0002054876
Dear Melanie Figueroa:

 We have reviewed your amended draft registration statement and have the
following
comments.

 Please respond to this letter by providing the requested information and
either
submitting an amended draft registration statement or publicly filing your
registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments. Unless we note otherwise, any references to prior comments are to
comments in
our March 6, 2025 letter.

Amendment No. 1 to Draft Registration Statement on Form S-1
Sponsor Information, page 3

1. Please revise the tables beginning on pages 3 and 98 to disclose that
officers and
 directors may receive finder's fees, advisory fees, consulting fees or
success fees,
 consistent with disclosure on your cover page, and to disclose that the
sponsor may
 transfer founder shares to your three director nominees for their board
service, and the
 number of shares, consistent with your disclosure on the cover page and
on page 130.
 Please also add the expiration date of the lock-up agreement with Maxim
in the
 tabular disclosure of restrictions on transfers of SPAC securities.
 April 22, 2025
Page 2

2. As requested in prior comment 5, please reconcile disclosures regarding
the founder
 share lockup. In the tables beginning on pages 5 and 100, you state that
the founder
 share lockup ends 6 months after the de-SPAC, or if the share closing
price exceeds
 $12 for any 20 out of 30 trading day period beginning 150 days after
de-SPAC, which
 is also 6 months after the de-SPAC regardless of the share price. We
note that you
 also state on page 18 (formerly page 13) and in several other places
throughout your
 prospectus that if the share price is at least $12 per share for any 20
out of 30 trading
 days after the de-SPAC, then 50% of the founder shares will be released
from lock-up.
 Meanwhile, disclosure on page 36 states that the founder shares will not
be
 transferable until one year after completion of your initial business
combination.
 Please revise these and any other disclosures throughout the prospectus
that discuss
 the founder share lockup to clearly disclose its duration and the terms
of the release of
 shares therefrom, including whether the duration is shortened and by
what amount of
 time if there is a $12 or other minimum share price, and whether there
are
 circumstances in which only 50% or some other percentage of founder
shares will be
 released from the lockup.
Risk Factors
Risks Relating to our Search for, Consummation of, or Inability to Consummate,
a Business
Combination and Post-Business Combination Risks
If we seek shareholder approval of our initial business combination, our
sponsor, officers and
directors have agreed to vote..., page 41

3. We acknowledge your response to prior comment 14. We also note your
disclosure
 here and on page 39 that your sponsor, officers and directors have
agreed to vote any
 founder shares and private placement shares held by them, as well as any
public
 shares purchased during or after this offering, in favor of our initial
business
 combination. Please revise to reconcile these disclosures with your
disclosure that
 such purchases would be structured in compliance with Rule 14e-5 under
the
 Exchange Act. Refer to Tender Offer Rules and Schedules Compliance and
 Disclosure Interpretation 166.01 for guidance.
We may not be able to complete an initial business combination . . . , page 44

4. We note your revisions made in response to prior comment 13 that the
sponsor does
 not have any member who is a non-U.S. person. Please further revise to
clarify
 whether any of the sponsor's members have substantial ties with a
non-U.S. person, as
 requested in the comment.
Underwriting , page 70

5. We note your response to prior comment 18. Please revise to include the
the private
 placement units and representative shares in your underwriter's
compensation table.
 Please Refer to Item 508(e) of Regulation S-K.
 Please contact Eric McPhee at 202-551-3693 or Shannon Menjivar at
202-551-3856 if
you have questions regarding comments on the financial statements and related
matters. Please contact Catherine De Lorenzo at 202-551-3772 or Pam Long at
202-551-3765
with any other questions.
 April 22, 2025
Page 3

 Sincerely,

 Division of Corporation Finance
 Office of Real Estate & Construction
cc: Blake Baron, Esq
</TEXT>
</DOCUMENT>

March 6, 2025
Melanie Figueroa
Chief Executive Officer
NMP Acquisition Corp.
555 Bryant Street, No. 590
Palo Alto, CA 94301
Re:NMP Acquisition Corp.
Draft Registration Statement on Form S-1
Submitted February 10, 2025
CIK No. 0002054876
Dear Melanie Figueroa:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
Cover Page
1.Please describe the amount of compensation and securities received or to be received
by the SPAC sponsor and its affiliates. While your cover page describes conflicts of
interest between the sponsor and unaffiliated shareholders due to the low price paid
for the founder shares, as well as other payments at the closing of the offering, it does
not discuss securities that may be issued in connection with anti-dilution provisions
and loan conversions, which appear elsewhere in the prospectus. Please revise the
cover page to disclose the amount of all securities that may be issued to the sponsor,
its affiliates and promoters and provide a cross reference to any related sections in the
prospectus. Please refer to Item 1602(a)(3) of Regulation S-K.

March 6, 2025
Page 2
2.Regarding conflicts of interest disclosures, please also cross-reference your risk
factors under "Risks Relating to Our Sponsor and Management Team." See Item
1602(a)(5) of Regulation S-K.
Prospectus Summary
Prior SPAC Experience, page 2
3.We note your disclosure on page 5 that your chief executive officer has experience
with raising capital and executing public transactions through traditional initial public
offerings and other alternative structures, such as SPAC transactions. Please revise
pages 2 and 85 to include a description of any prior experience of the SPAC sponsor,
its affiliates, and any promoters in organizing special purpose acquisition companies.
Sponsor Information, page 3
4.Please include cover page disclosure and revise your tabular and narrative disclosure
on pages 3 and 86 to include all compensation and any additional securities issuances
received or to be received, and the extent to which this compensation and securities
issuance may result in a material dilution of shareholders' equity interests. We note
your disclosure on pages 75, 82, and 121 that in order to maintain the number of
founder shares at 25% of issued and ordinary shares if you increase or decrease the
size of this offering, you will effect a capitalization, share dividend or share
repurchase or redemption or other appropriate mechanism. Please also disclose the
possibility of additional founder shares being issued to maintain the sponsor's 25%
interest at the time of the business combination pursuant to anti-dilution provisions,
and the potential conversion of working capital loans to securities, as suggested by
disclosure on pages 14, 15, and 76. If any of your directors are affiliates of your
sponsor or promoters of the company and will directly or indirectly receive founder
shares for their service, as referenced on page 114, please also disclose this, including
the amount of shares they will receive. Finally, please include in your tabular
disclosure any other compensation paid or payable or securities issuable to any of
your officers and directors, as we note your statement on page 122 that they are
deemed to be promoters. Please refer to Item 1602(a)(3) and (b)(6) and 1603(a)(6) of
Regulation S-K.
5.Please include in your tabular disclosure on page 4 the material terms of any
agreement with the underwriter that restricts whether and when the SPAC sponsor and
its affiliates may sell your securities. Also reconcile disclosure on pages 4, 13 and
elsewhere in the prospectus regarding the length of time of the founder share lockup
and the percentage of shares that will be released from the lockup if the share price
equals or exceeds $12.00 per share.
6.Please disclose whether the members of the sponsor are permitted to transfer interests
in the sponsor, thereby indirectly transferring interests in the SPAC's securities. See
Item 1603(a)(6) of Regulation S-K.
Private placement units and underlying securities, page 13
We note that disclosure in this section is limited to the sponsor's commitment to
purchase 300,000 private placement units. Please revise to also discuss the private
placement units to be purchased by Maxim and additional private placement units to 7.

March 6, 2025
Page 3
be purchased by the sponsor and Maxim if the over-allotment option is exercised.
Expressions of Interest, page 16
8.Please revise here and elsewhere as appropriate to address whether you anticipate
the purchases made by non-managing sponsor members negatively impacting your
ability to meet Nasdaq listing requirements.
Anticipated expenses and funding sources, page 17
9.Please disclose any plans to seek additional financings and how the terms of such
financings may impact unaffiliated shareholders. We note your risk factor disclosure
on pages 45 and 55 that you may be required to seek additional financing,
including PIPE transactions, in order to complete a business combination. Please refer
to Item 1602(b)(5) of Regulation S-K.
Redemption rights for public shareholders upon completion of our initial business
combination, page 19
10.Please revise here and elsewhere as applicable, to include disclosure that interest
included in the per-share cash redemption price will be net of interest released to
you to fund your working capital requirements as permitted withdrawals.
Conflicts of Interest, page 26
11.Please revise to discuss the various potential material financial conflicts of interest
between the sponsor, its affiliates and promoters and purchasers in the offering,
including those that may arise in determining whether to pursue a de-SPAC
transaction. We note that this discussion is limited to conflicts around fiduciary duties
and contractual obligations. See Item 1602(b)(7) of Regulation S-K. In addition, we
note disclosure on page 8 that you do not believe fiduciary duties or contractual
obligations of officers or directors will materially affect your ability to complete an
initial business combination. Please revise to provide the basis for this statement.
Risk Factors, page 30
12.We note the disclosure on pages 4 and 87 that in order to facilitate your initial
business combination or for any other reason determined by your sponsor in its sole
discretion, your sponsor may surrender or forfeit, transfer or exchange your founder
shares, private placement rights or any of your other securities, including for no
consideration, as well as subject any such securities to earn-outs or other restrictions,
or otherwise amend the terms of any such securities or enter into any other
arrangements with respect to any such securities. Please add risk factor disclosure
about risks that may arise from the sponsor having the ability to transfer your
securities, directly or indirectly through the transfer of interests in the sponsor, or to
remove itself as your sponsor before identifying a business combination, including
through the unconditional ability to transfer the founder shares or otherwise.
We may not be able to complete an initial business combination . . ., page 33
We note your statement that your sponsor is not controlled by and does not have
substantial ties with a non-U.S. person. Please revise to state whether your sponsor 13.

March 6, 2025
Page 4
has any members who are, or have substantial ties with, a non-U.S. person.
Risks Relating to our Search for, Consummation of, or Inability to Consummate, a Business
Combination and Post-Business Combination Risks
If we seek shareholder approval of our initial business combination, our sponsor, directors,
officers, advisors and their affiliates..., page 34
14.We note your disclosure here and elsewhere in the prosectus that your sponsor,
directors, officers, advisors and their affiliates may elect to purchase shares from
public shareholders, that the price per share may be different from the amount a
shareholder would receive in redemption, and that the purpose of such purchases
could be to vote such shares in favor of the business combination. You also disclose
that such purchases would be structured in compliance with Rule 14e-5 under the
Exchange Act, and state that the price would be no higher than the redemption price
and that shares would not be voted in favor of approving the transaction. Please revise
to reconcile these conflicting disclosures. Refer to Tender Offer Rules and Schedules
Compliance and Disclosure Interpretation 166.01 for guidance.
General Risks Related to Our Business
The excise tax included in the Inflation Reduction Act of 2022 may decrease the value of our
securities..., page 63
15.We note your disclosure that the proceeds placed in the trust account and the interest
earned will not be used to pay for possible excise tax. Please revise to include
disclsoure that even if the funds in the trust account may not be used to pay any excise
tax, the non-redeeming shareholders may economically bear the impact of any
such tax.
Enforceability of Civil Liabilities, page 70
16.Please tell us whether the information in this section is provided based on an opinion
of your Cayman Islands counsel. If so, please name counsel and ensure that counsel's
consent to the use of its name and opinion is filed as an exhibit to the registration
statement. Please see Item 101(g)(2) of Regulation S-K.
Dilution, page 76
17.We note redemptions in connection with a business combination cannot cause your
net tangible assets to fall below $5,000,001, thereby capping the maximum
redemptions permitted. Please revise your dilution table, here and on your cover page,
to present dilution at quartile intervals based on percentages of your maximum
redemption threshold. Refer to Item 1602(a)(4) of Regulation S-K.
Underwriting, page 153
18.You indicate on pages 154 and 155 that the private placement units and representative
shares are considered compensation by FINRA. Please revise to include the private
placement units and representative shares in your description of the underwriter's
compensation. Refer to Item 508(e) of Regulation S-K.

March 6, 2025
Page 5
Signatures, page II-4
19.Please include the signature of your authorized representative in the United States.
See Instruction 2 to Signatures on Form S-1.
General
20.Please include disclosure advising of the dealer prospectus delivery obligation as
required by Item 502(b) of Regulation S-K.
            Please contact Eric McPhee at 202-551-3693 or Shannon Menjivar at 202-551-3856 if
you have questions regarding comments on the financial statements and related
matters. Please contact Catherine De Lorenzo at 202-551-3772 or Pam Long at 202-551-3765
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Blake Baron, Esq