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 78, 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 38.01 ~~Notice~~Other ~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing~~Events.

On ~~November~~ 4November 8, 2024, New Providence Acquisition Corp. II (the “Company”) ~~received~~announced athat ~~letter~~its ~~from~~board ~~the Listing~~of ~~Qualifications~~directors ~~Department~~(the of“Board”) has ~~The~~determined ~~Nasdaq~~that ~~Stock~~the ~~Market~~Company (~~“Nasdaq”~~i) ~~stating~~will ~~that, pursuant~~abandon and not implement the proposal to ~~Nasdaq~~extend ~~Listing~~the ~~Rule~~date ~~IM-5101-2~~by ~~(“Rule~~which ~~IM-5101-2”)~~the Company must consummate an initial business combination from November 9, ~~the~~2024 ~~staff~~to ofNovember 9, ~~Nasdaq~~2025, ~~(“Staff”)~~which ~~had determined~~proposal ~~that~~was ~~(i)~~approved by the Company’s stockholders ~~securities~~at ~~will~~the bespecial ~~delisted~~meeting ~~from~~of ~~Nasdaq~~stockholders held on November 1, 2024, (ii) ~~trading~~will cease all operations except for the purpose of winding up as soon as practicable, (iii) will as promptly as reasonably possible redeem the ~~Company’s~~shares of Class A common stock, (the “Public ~~warrants,~~Shares”) ~~and~~that were included in the units ~~will~~issued bein ~~suspended~~the Company’s initial public offering (the “IPO”) at a per-share price, payable in cash, equal to the ~~opening~~aggregate ofamount ~~business~~then on ~~November~~deposit 11in the trust account (the “Trust Account”), including ~~2024~~interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes (~~iii~~less up to $100,000 of interest to pay dissolution expenses), adivided ~~Form~~by ~~25-NSE~~the number of outstanding Public Shares, which redemption will becompletely ~~filed~~extinguish ~~with~~public stockholders’ rights as stockholders (including the ~~Securities~~right to receive further liquidating distributions, ~~and~~if ~~Exchange~~any), ~~Commission~~subject to applicable law (the “Redemption”), ~~which~~and (iv) will as ~~remove~~promptly as reasonably possible following the Redemption, subject to the approval of the Company’s ~~securities~~remaining ~~from~~stockholders ~~listing~~ and ~~registration~~its onBoard, ~~Nasdaq.~~liquidate ~~Under~~the ~~Rule~~funds ~~IM-5101-2,~~held in the Trust aAccount ~~special~~(the ~~purpose~~“Liquidation”) ~~acquisition~~and ~~company~~dissolve ~~must~~the ~~complete~~Company ~~one~~(the or“Dissolution”), ~~more~~subject ~~business~~in ~~combinations~~each ~~within~~case 36to its ~~months~~obligations under Delaware law to provide for claims of creditors and the ~~effectiveness~~requirements of ~~its~~other ~~initial~~applicable law. There will be no redemption ~~public~~rights ~~offering~~or ~~registration~~liquidating ~~statement.~~distributions ~~Since~~with respect to the Company’s ~~failed~~warrants, towhich ~~complete~~will ~~its~~expire ~~initial~~worthless. ~~business~~New ~~combination~~Providence byAcquisition II LLC, ~~November~~the 4,Company’s ~~2024~~sponsor, has agreed to waive its redemption rights with respect to the ~~Staff~~shares ~~concluded~~of ~~that~~Class B common stock of the Company ~~did~~issued ~~not~~prior ~~comply~~to ~~with~~the ~~Rule~~IPO, ~~IM-5101-2~~including ~~and~~shares ~~that~~of the Company’s ~~securities~~Class ~~are~~A ~~now~~common ~~subject~~stock toissued upon ~~delisting~~conversion of the Class B common stock.

~~Item~~‌In 5order to provide for the disbursement of funds from the Trust Account, the Company will instruct Continental Stock Transfer & Trust Company (“Continental”), as its trustee, to take all necessary actions to effect the Liquidation.07 ~~Submission~~The proceeds thereof, less $100,000 of ~~Matters~~interest to pay dissolution expenses and net of franchise and income taxes payable, will be held in a ~~Vote~~trust operating account while awaiting disbursement to the holders of ~~Security~~the ~~Holders~~Public Shares. The Company expects to redeem all of the outstanding Public Shares for an estimated redemption price of approximately $10.89 per share (the “Redemption Amount”) after the payment of up to $100,000 of dissolution expenses, but before the payment of taxes. All other costs and expenses associated with implementing the Dissolution will be funded from proceeds held outside of the Trust Account. Record holders of Public Shares will receive their pro rata portion of the proceeds of the Trust Account by delivering their Public Shares to Continental, the Company’s transfer agent. Beneficial owners of Public Shares held in “street name,” however, will not need to take any action in order to receive the Redemption Amount. The Redemption Amount is expected to be paid out within ten business days after the instruction to Continental to commence the Redemption and Liquidation.

OnA ~~November~~copy ~~1, 2024, the Company held a special meeting~~ of ~~its stockholders in lieu of an annual meeting of stockholders (~~the ~~“Meeting”).~~press Atrelease announcing the ~~Meeting~~Redemption, ~~the~~ ~~Company’s~~Liquidation ~~stockholders~~and ~~were~~Dissolution ~~presented~~is ~~with~~attached aas ~~proposal~~Exhibit to99.1 ~~extend the date by which the Company must consummate an initial business combination from November 9, 2024, on a monthly basis, up~~ to ~~twelve~~this ~~(12) times,~~Current ~~until~~Report ~~November 9, 2025 by amending the Company’s amended and restated certificate of incorporation, as previously amended~~ on ~~May~~Form 5,8-K ~~2023~~ and ~~May 9, 2024 (the “Charter”~~incorporated ~~and~~herein ~~such~~by ~~new amendment, the “Third Extension Amendment Proposal”)~~reference.

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.

(d) Exhibits.

The following exhibits are being filed herewith:

Exhibit No.		Description of Exhibits
99.1		Press Release dated November 8, 2024
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 78, 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