UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 7, 2024 (November 1, 2024)
NEW PROVIDENCE ACQUISITION CORP. II
(Exact name of registrant as specified in its charter)
| Delaware | | 001-41023 | | 86-1433401 |
| (State or other jurisdiction | | (Commission File Number) | | (I.R.S. Employer |
| of incorporation) | | | | Identification No.) |
| 401 S County Road #2588 | | |
| Palm Beach, Florida | | 33840 |
| (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 |
| Units, each consisting of one share of Class A Common Stock, $0.0001 par value, and one-third of one redeemable Warrant | | NPABU | | The Nasdaq Stock Market LLC |
| Class A Common Stock included as part of the Units | | NPAB | | The Nasdaq Stock Market LLC |
| Warrants included as part of the Units, each whole Warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 | | NPABW | | The Nasdaq 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On November 4, 2024, New Providence Acquisition Corp. II (the “Company”) received a letter from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) stating that, pursuant to Nasdaq Listing Rule IM-5101-2 (“Rule IM-5101-2”), the staff of Nasdaq (“Staff”) had determined that (i) the Company’s securities will be delisted from Nasdaq, (ii) trading of the Company’s Class A common stock, warrants, and units will be suspended at the opening of business on November 11, 2024 and (iii) a Form 25-NSE will be filed with the Securities and Exchange Commission, which will remove the Company’s securities from listing and registration on Nasdaq. Under Rule IM-5101-2, a special purpose acquisition company must complete one or more business combinations within 36 months of the effectiveness of its initial public offering registration statement. Since the Company failed to complete its initial business combination by November 4, 2024, the Staff concluded that the Company did not comply with Rule IM-5101-2 and that the Company’s securities are now subject to delisting.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On November 1, 2024, the Company held a special meeting of its stockholders in lieu of an annual meeting of stockholders (the “Meeting”). At the Meeting, the Company’s stockholders were presented with a proposal to extend the date by which the Company must consummate an initial business combination from November 9, 2024, on a monthly basis, up to twelve (12) times, until November 9, 2025 by amending the Company’s amended and restated certificate of incorporation, as previously amended on May 5, 2023 and May 9, 2024 (the “Charter” and such new amendment, the “Third Extension Amendment Proposal”).
Set forth below are the final voting results for the Third Extension Amendment Proposal. Pursuant to the Charter, the approval of the Third Extension Amendment Proposal required the affirmative vote of holders of greater than 50% of the Company’s outstanding shares of common stock (the “Common Stock”) as of September 19, 2024, the record date for the Meeting.
The Third Extension Amendment Proposal was approved with the following vote from the holders of Common Stock:
| For | | Against | | Abstentions | | Broker Non-Votes |
| 6,865,927 | | 4,952 | | 0 | | 0 |
A proposal (i) to permit further solicitation and vote of proxies in the event that there were insufficient votes for, or otherwise in connection with, the approval of the Third Extension Amendment Proposal or (ii) where the Company’s board of directors determined it was otherwise necessary, was not presented because there were enough votes to approve the Third Extension Amendment Proposal.
Item 9.01 Financial Statements and Exhibits.
The following exhibits are being filed herewith:
| Exhibit No. | | Description of Exhibits |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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: November 7, 2024
| | NEW PROVIDENCE ACQUISITION CORP. II |
| | |
| | By: | /s/ Gary P. Smith |
| | Name: | Gary P. Smith |
| | Title: | Chief Executive Officer and Director |
