As filed with the U.S. Securities and Exchange Commission on November 4, 2021
under the Securities Act of 1933, as amended.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
New Providence Acquisition Corp. II
(Exact name of registrant as specified in its charter)
Delaware |
| 6770 |
| 86-1433401 |
(State or other jurisdiction of |
| (Primary Standard Industrial |
| (IRS Employer |
10900 Research Blvd
Suite 160C, PMB 1081
Austin, TX 78759
Telephone: (561) 231-7070
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Alexander Coleman
Gary P. Smith
10900 Research Blvd
Suite 160C, PMB 1081
Austin, TX 78759
Telephone: (561) 231-7070
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies:
Christian O. Nagler Peter S. Seligson Kirkland & Ellis LLP 601 Lexington Avenue New York, NY 10022 Tel: (212) 446-4800 Fax: (212) 446-4900 | Julian J. Seiguer Kirkland & Ellis LLP 609 Main Street Houston, Texas 77002 Tel: (713) 836-3600 Fax: (713) 836-3601 | Michael P. Heinz Keith B. DeLeon Kunle Deru Sidley Austin LLP 787 Seventh Avenue New York, NY 10019 Tel: (212) 839-5300 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-253337
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ |
| Accelerated filer ☐ |
| Non-accelerated filer ☒ |
| Smaller reporting company ☒ |
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| 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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
Title of Each Class of Security Being Registered |
| Amount |
| Proposed |
|
| Proposed |
|
| Amount of |
| |||
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one redeemable warrant |
| 2,875,000 units |
| $ | 10.00 |
|
| $ | 28,750,000 |
|
| $ | 2,666 |
|
Class A common stock included as part of the units(3) |
| 2,875,000 shares |
|
| — |
|
|
| — |
|
|
| — | (4) |
Redeemable warrants included as part of the units(3) |
| 958,334 warrants |
|
| — |
|
|
| — |
|
|
| — | (4) |
Total |
|
|
|
|
|
|
| $ | 28,750,000 |
|
| $ | 2,666 | (5) |
| (1) | Represents only the additional number of securities being registered. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-253337). |
| (2) | Estimated solely for the purpose of calculating the registration fee. |
| (3) | Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be offered or issued to prevent dilution resulting from stock splits, stock dividends, or similar transactions. |
| (4) | No fee pursuant to Rule 457(g). |
| (5) | The Registrant previously registered securities having a proposed maximum aggregate offering price of $230,000,000 on its Registration Statement on Form S-1, as amended (File No. 333-253337), which was declared effective by the Securities and Exchange Commission on November 4, 2021. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of $28,750,000 is hereby registered, which includes securities issuable upon the exercise of the underwriters’ option to purchase additional units. |
The Registration Statement shall become effective upon filing with the U.S. Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
This Registration Statement on Form S-1 (this “Registration Statement”) is being filed with respect to the registration of 2,875,000 additional units of New Providence Acquisition Corp. II, a Delaware corporation (the “Registrant”), each consisting of one share of Class A common stock and one-third of one redeemable warrant, pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V to Form S-1. Each whole warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment, and only whole warrants are exercisable. This Registration Statement relates to the Registrant's Registration Statement on Form S-1, as amended (File No. 333-253337) (the “Prior Registration Statement”), initially filed by the Registrant on February 22, 2021 and declared effective by the Securities and Exchange Commission (the “Commission”) on November 4, 2021. The required opinion of counsel and related consent and accountant's consent are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into this Registration Statement.
CERTIFICATION
The Registrant hereby certifies to the Commission that (1) it has instructed its bank to pay the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount to the Commission's account at U.S. Bank as soon as practicable (but no later than the close of business as of November 5, 2021), (2) it will not revoke such instructions, (3) it has sufficient funds in the relevant account to cover the amount of such filing fee and (4) it will confirm receipt of such instructions by its bank during regular business hours no later than November 5, 2021.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits. All exhibits filed with or incorporated by reference in the Prior Registration Statement on Form S-1 (SEC File No. 333-253337) are incorporated by reference into, and shall be deemed a part of, this Registration Statement, and the following additional exhibits are filed herewith, as part of this Registration Statement.
Exhibit No. |
| Description |
5.1 |
| |
23.1 |
| |
23.2 |
| |
24 |
| Power of Attorney (included on signature page to this Registration Statement). |
II-1
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Austin, State of Texas, on the 4th day of November 2021.
| NEW PROVIDENCE ACQUISITION CORP. II | |
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| By: | /s/ Gary P. Smith |
| Name: | Gary P. Smith |
| Title: | Chief Executive Officer |
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes and appoints Gary P. Smith, acting alone, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his name, place and stead, in any and all capacities, to sign this registration statement on Form S-1 (including all pre-effective and post-effective amendments and registration statements filed pursuant to Rule 462 under the Securities Act of 1933), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Name |
| Position |
| Date |
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/s/ Alexander Coleman |
| Chairman |
| November 4, 2021 |
Alexander Coleman |
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/s/ Gary P. Smith |
| Chief Executive Officer and Director |
| November 4, 2021 |
Gary P. Smith |
| (Principal Executive Officer) |
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/s/ James Bradley |
| Chief Financial Officer |
| November 4, 2021 |
James Bradley |
| (Principal Financial and Accounting Officer) |
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/s/ Timothy Gannon |
| Director |
| November 4, 2021 |
Timothy Gannon |
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/s/ Daniel Ginsberg |
| Director |
| November 4, 2021 |
Daniel Ginsberg |
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/s/ Richard Mazer |
| Director |
| November 4, 2021 |
Richard Mazer |
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/s/ Gregory Stevens |
| Director |
| November 4, 2021 |
Gregory Stevens |
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/s/ Terry Wilson |
| Director |
| November 4, 2021 |
Terry Wilson |
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II-2
