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 8, 2024
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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 9, 2024, New Providence Acquisition Corp. II (the “Company”) filed a third amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware (the “Extension Amendment”), following stockholder approval of the Extension Amendment at the Meeting (as defined below). The Extension Amendment extends the date by which the Company must consummate a business combination from May 9, 2024, on a monthly basis, up to six (6) times, until November 9, 2024 (or such earlier date as may be determined by the Board of Directors of the Company (the “Board”)).
The foregoing description is qualified in its entirety by reference to the Extension Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 9, 2024, the Company held a special meeting in lieu of an annual meeting of stockholders (the “Meeting”), which Meeting was adjourned from its original date of May 7, 2024. At the Meeting, the Company’s stockholders approved (i) the Extension Amendment, which required the affirmative vote of at least fifty percent (50%) of the issued and outstanding shares of the Company’s common stock, voting as a single class (the “Extension Amendment Proposal”), and (ii) a proposal to approve and ratify the appointment of Marcum LP as the Company’s independent accountants for the fiscal year ending December 31, 2024, which required the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding shares of the Company's common stock present in person or represented by proxy and entitled to vote at the Meeting (the “Auditor Ratification Proposal”).
The final voting results for the Extension Amendment Proposal were as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 10,499,302 | 213,952 | 0 | 0 |
The final voting results for the Auditor Ratification Proposal were as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 10,504,254 | 209,000 | 0 | 0 |
Stockholders holding 4,585,351 shares of the Company’s Class A common stock that were included in the units sold in the Company’s initial public offering (“Public Shares”) exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s trust account. As a result, approximately $49.9 million (approximately $10.89 per share) will be removed from the Company’s trust account to pay such holders. Following redemptions, the Company will have 682,524 Public Shares outstanding.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this Form 8-K:
Exhibit No. | Description of Exhibits | |
| 3.1 | Third Amendment to Amended and Restated Certificate of Incorporation. | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) |
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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 15, 2024
| NEW PROVIDENCE ACQUISITION CORP. II | ||
| By: | /s/ Gary P. Smith | |
| Name: | Gary P. Smith | |
| Title: | Chief Executive Officer and Director | |
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