UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 3, 2023
NEW PROVIDENCE ACQUISITION CORP. II
(Exact name of registrant as specified in its charter)
| Delaware | 001-41023 | 86-1433401 | ||
| (State or other jurisdiction of | (Commission File Number) | (I.R.S. Employer | ||
| incorporation or organization) | Identification No.) |
| 10900 Research Blvd | ||
| Suite 160C, PMB 1081 | ||
| Austin, TX | 78759 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (561) 231-7070
Not Applicable
(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(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| Class A common stock included as part of the units | NPAB | The Nasdaq Stock Market LLC | ||
| The 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 8.01 Other Events.
On April 19, 2023, New Providence Acquisition Corp. II (“NPA II”) filed a definitive proxy statement (the “Extension Proxy Statement”) in connection with a special meeting in lieu of an annual meeting of stockholders to be held on May 5, 2023, to consider and act upon a proposal to extend the date by which NPA II has to consummate a business combination (the “Termination Date”) from May 9, 2023 to May 9, 2024. The Extension Proxy Statement was mailed to NPA II’s stockholders of record as of April 11, 2023. Stockholders may obtain a copy of the Extension Proxy Statement at the SEC’s website (www.sec.gov).
As set forth in the Extension Proxy Statement, the deadline by which NPA II public stockholders had to complete the procedures for electing to redeem their Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), was 5:00 p.m., Eastern Time, on May 3, 2023 (“Redemption Deadline”). The initial number of shares tendered for redemption prior to the Redemption Deadline was 19,732,125. The deadline for stockholders to withdraw previously submitted redemption requests is May 5, 2023, prior to 10:30 a.m., Eastern Time, subject to approval by the board of directors of NPA II.
Stockholders may make such request by contacting our transfer agent, Continental Stock Transfer & Trust Company, at One State Street, 30th Floor, New York, New York 10004, Attn: Mark Zimkind (e-mail: mzimkind@continentalstock.com).
1
SIGNATURE
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.
Dated: May 4, 2023
| NEW PROVIDENCE ACQUISITION CORP. II | ||
| By: | /s/ James Bradley | |
| Name: | James Bradley | |
| Title: | Chief Financial Officer | |
2