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): ~~September~~November 207, 2024 (~~September~~November 201, 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 53.~~08.~~01 ~~Shareholder~~Notice ~~Director~~of ~~Nominations~~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”) Tostating that, pursuant to Nasdaq Listing Rule IM-5101-2 (“Rule IM-5101-2”), the ~~extent~~staff ~~applicable~~of Nasdaq (“Staff”) had determined that (i) the Company’s securities will be delisted from Nasdaq, (ii) trading of the ~~information~~Company’s inClass A common stock, ~~Item~~warrants, ~~8.01~~and units will be suspended at the opening of ~~this~~business on November 11, 2024 and (iii) a Form 825-KNSE iswill ~~incorporated~~be byfiled ~~reference~~with ~~into~~the ~~this~~Securities and ~~Item~~Exchange 5Commission, which will remove the Company’s securities from listing and registration on Nasdaq.08 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 85.~~01.~~07 ~~Other~~Submission ~~Events~~of Matters to a Vote of Security Holders.

AsOn ~~previously~~November ~~disclosed~~1, ~~on July 29,~~ 2024, ~~New~~the ~~Providence~~Company held ~~Acquisition~~a ~~Corp.~~special IImeeting ~~(the~~of ~~“Company”)~~its ~~received~~stockholders ain ~~deficiency~~lieu ~~letter~~of ~~from~~an ~~the~~annual ~~Listing~~meeting ~~Qualifications Department~~of stockholders (the “~~Staff~~Meeting”). ofAt the ~~Nasdaq~~Meeting, the ~~Stock~~Company’s ~~Market~~stockholders ~~LLC~~were ~~(“Nasdaq”)~~presented ~~notifying~~with a proposal to extend the ~~Company~~date ~~that,~~by ~~for~~ which the ~~preceding~~Company 30must ~~consecutive~~consummate an initial business combination ~~days~~from November 9, ~~the~~2024, ~~Company’s~~on ~~Market~~a ~~Value~~monthly ofbasis, ~~Listed~~up ~~Securities~~to twelve (~~“MVLS”~~12) times, ~~was~~until ~~below~~ November 9, 2025 by amending the Company’s ~~$50~~amended ~~million~~and ~~minimum~~restated ~~requirement~~certificate ~~for~~of ~~continued~~incorporation, ~~listing~~as onpreviously ~~The~~amended ~~Nasdaq~~on ~~Global~~May ~~Market~~5, ~~pursuant~~2023 toand ~~Nasdaq~~May ~~Listing~~9, ~~Rule~~2024 ~~5450~~(~~b)(2) (~~the “Charter” and such new amendment, the “~~MVLS~~Third ~~Requirement~~Extension Amendment Proposal”).

OnSet ~~September~~forth ~~10,~~below ~~2024,~~are the final ~~Company~~voting ~~received~~results afor ~~written~~the ~~notice~~Third ~~from~~Extension ~~the~~Amendment ~~Staff~~Proposal. ofPursuant ~~Nasdaq~~to ~~notifying~~ the ~~Company~~Charter, ~~that~~ the ~~Staff~~approval ~~has~~of ~~determined that for~~ the ~~last~~Third 30Extension ~~consecutive~~Amendment Proposal ~~business~~required ~~days,~~the ~~from~~affirmative ~~August~~vote ~~14,~~of ~~2024~~holders toof ~~August~~greater ~~27,~~than ~~2024,~~50% of the Company’s ~~MVLS~~outstanding ~~has~~shares ~~been~~of ~~$50,000,000~~common orstock ~~greater. Accordingly,~~ (the ~~Company~~“Common ~~has~~Stock”) ~~regained~~as ~~compliance~~of ~~with~~September ~~the~~19, ~~MVLS~~2024, ~~Requirement and~~ the ~~Staff~~record ~~has~~date ~~indicated~~for ~~that~~ the ~~matter is now closed~~Meeting.

~~Additionally,~~The inThird ~~September 20,~~Extension ~~2024, the Company determined that a special meeting of its stockholders will be held in lieu of its fiscal year 2023 annual meeting~~Amendment ofProposal ~~stockholders~~was ~~(the~~approved ~~“Meeting”)~~with ~~on or around Friday, November 1, 2024 at 10:00 a.m. Eastern time at~~ the ~~offices~~following ~~of Ellenoff~~vote ~~Grossman &~~from ~~Schole LLP, located at 1345 Avenue of~~ the ~~Americas,~~holders 11th Floor, New York, New York 10105, or at such other time, on such other date and at such other place to which the Meeting may be adjourned. Pursuant to the Company’s bylaws (the “Bylaws”), stockholders seeking to bring business before the Meeting or to nominate candidates for election as directors at the Meeting must deliver such proposals or nominations to the Company’s Secretary at: 401 S County Road #2588, Palm Beach, Florida 33480, no later than September 30, 2024. Any stockholder proposal or director nominations must also comply with the requirements of ~~Delaware~~Common ~~law, the rules and regulations promulgated by the U.S. Securities and Exchange Commission and the Bylaws.~~Stock:

For		Against		Abstentions		Broker Non-Votes
6,865,927		4,952		0		0

~~SIGNATURES~~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.

~~Pursuant to~~Item ~~the~~9.01 ~~requirements~~Financial ofStatements ~~the~~and ~~Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~Exhibits.

~~Dated:~~(d) ~~September 20, 2024~~Exhibits.

~~NEW~~The ~~PROVIDENCE~~following ~~ACQUISITION~~exhibits ~~CORP.~~are IIbeing ~~By:~~filed ~~/s/ Gary P. Smith Name~~herewith: ~~Gary P. Smith Title: Chief Executive Officer and Director~~

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

Filing Compare · New Providence Acquisition Corp. II