NPAB / New Providence Acquisition Corp. II - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-41023 NEW PROVIDENCE ACQUISITION CORP. II (Exact name of registrant as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41023 NEW P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition P

NPAB / New Providence Acquisition Corp. II / LMR Partners LLP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* New Providence Acquisition Corp. II (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 64823D102 (CUSIP Number) September 30, 2024 (Date of event which requires filing of this statement) Check the appropriat

NPAB / New Providence Acquisition Corp. II / FIR TREE CAPITAL MANAGEMENT LP Passive Investment

SC 13G/A 1 firtree-npab093024a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* New Providence Acquisition Corp. II (Name of Issuer) Class A common stock included as part of the units (Title of Class of Securities) 64823D102 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of

NPAB / New Providence Acquisition Corp. II / Alberta Investment Management Corp - SC 13G/A Passive Investment

SC 13G/A 1 d872501dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) NEW PROVIDENCE ACQUISITION CORP. II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 64823D102 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Stateme

Financial Statements and Exhibits, Other Events

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 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 (Commission File

New Providence Acquisition Corp. II Announces Intention to Liquidate

Exhibit 99.1 New Providence Acquisition Corp. II Announces Intention to Liquidate New York, New York, Nov. 08, 2024 (GLOBE NEWSWIRE) - New Providence Acquisition Corp. II (Nasdaq: NPAB) (the “Company”) announced today that its board of directors (the “Board”) has determined that the Company will (i) abandon and not implement the proposal to extend the date by which the Company must consummate an i

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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 jurisdicti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Other Events, Shareholder Director Nominations

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 20, 2024 (September 20, 2024) NEW PROVIDENCE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41023 86-1433401 (State or other jurisd

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41023 NEW PROVID

Second Amended and Restated Second Promissory Note issued to New Providence Acquisition II LLC on July 18, 2024.*

Exhibit 10.1 THIS SECOND AMENDED AND RESTATED SECOND PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM,

NPAB / New Providence Acquisition Corp. II / New Providence Acquisition II LLC - SCHEDULE 13D Activist Investment

SC 13D 1 ea0210634-13dnew2newpro2.htm SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* NEW PROVIDENCE ACQUISITION CORP. II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 64823D102 (CUSIP Number) Gary P. Smith C/O New Providence Acquisition Corp. II 10900

Joint Filing Agreement, August 5, 2024, by and among the Reporting Persons.

EX-99.1 2 ea021063401ex99-1newpro2.htm JOINT FILING AGREEMENT, AUGUST 5, 2024, BY AND AMONG THE REPORTING PERSONS Exhibit 99.1 JOINT FILING AGREEMENT AGREEMENT, dated as of August 5, 2024, by and among New Providence Acquisition II LLC, Alexander Coleman and Gary P. Smith (together, the “Parties”). Each Party hereto represents to the other Party that it is eligible to use Schedule 13D to report it

Unregistered Sales of Equity Securities, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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): July 29, 2024 (July 23, 2024) NEW PROVIDENCE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41023 86-1433401 (State or other jurisdiction (Co

NPAB / New Providence Acquisition Corp. II / Radcliffe Capital Management, L.P. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1) New Providence Acquisition Corp. II (Name of Issuer) Class A common stock, $0.0001 par value per share (Title of Class of Securities) 64823D

Amended and Restated Promissory Note issued to New Providence Acquisition II LLC on May 20, 2024.*

Exhibit 10.1 THIS AMENDED AND RESTATED PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBS

Amended and Restated Second Promissory Note issued to New Providence Acquisition II LLC on May 20, 2024.*

Exhibit 10.2 THIS AMENDED AND RESTATED PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001- 41023 NEW PROV

Amendment to the Amended and Restated Certificate of Incorporation. (1)

Exhibit 3.1 Delaware The First State Page 1 I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “NEW PROVIDENCE ACQUISITION CORP. II”, FILED IN THIS OFFICE ON THE NINTH DAY OF MAY, A.D. 2024, AT 1:20 O’CLOCK P.M. 4159537 8100 Authentication: 203437068 SR# 20241994125 Date: 05-09-24 You may

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Perio

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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 (Commissio

New Providence Acquisition Corp. II Announces Adjournment of Special Meeting of Stockholders

Exhibit 99.1 New Providence Acquisition Corp. II Announces Adjournment of Special Meeting of Stockholders New York, New York, May 07, 2024 (GLOBE NEWSWIRE) - New Providence Acquisition Corp. II (Nasdaq: NPAB) (the “Company”) announced today that the special meeting in lieu of an annual meeting of stockholders originally scheduled for May 7, 2024 (the “Special Meeting”) has been adjourned to May 9,

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 7, 2024 NEW PROVIDENC

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 7, 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 (Commissio

Regulation FD Disclosure, Financial Statements and Exhibits

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 5, 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 (Commissio

New Providence Acquisition Corp. II Announces Entry into Non-Binding Letter of Intent For a Potential Business Combination

Exhibit 99.1 New Providence Acquisition Corp. II Announces Entry into Non-Binding Letter of Intent For a Potential Business Combination AUSTIN, Texas, May 6, 2024 /PRNewswire/ - New Providence Acquisition Corp. II (Nasdaq: NPABU) announced today that on May 5, 2024 New Providence Acquisition Corp. II (“NPA”) entered into a non-binding letter of intent for a potential business combination with a co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

Description of Registrant’s Securities.

Exhibit 4.5 Description of Securities General Pursuant to our amended and restated certificate of incorporation, our authorized capital stock consists of 400,000,000 shares of Class A common stock, $0.0001 par value, 10,000,000 shares of Class B common stock, $0.0001 par value, and 1,000,000 shares of undesignated preferred stock, $0.0001 par value. The following description summarizes the materia

Promissory Note, dated March 7, 2024, issued to our sponsor.

Exhibit 10.11 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Promissory Note, dated September 15, 2023, issued to our sponsor.

Exhibit 10.10 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Clawback Policy.

Exhibit 97.1 CLAWBACK POLICY NEW PROVIDENCE ACQUISITION CORP II PURPOSE New Providence Acquisition Corp II (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Company’s Board of Directors (the “Boa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to NEW PROVIDENCE ACQUISITION CORP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): April 2, 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 (Commiss

Description of Registrant’s Securities.

Exhibit 4.5 Description of Securities General Pursuant to our amended and restated certificate of incorporation, our authorized capital stock consists of 400,000,000 shares of Class A common stock, $0.0001 par value, 10,000,000 shares of Class B common stock, $0.0001 par value, and 1,000,000 shares of undesignated preferred stock, $0.0001 par value. The following description summarizes the materia

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to NEW PROVIDENCE ACQUISITION CORP. II (Exact name of

Promissory Note, dated September 15, 2023, issued to our sponsor.

Exhibit 10.10 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Clawback Policy.

Exhibit 97.1 CLAWBACK POLICY NEW PROVIDENCE ACQUISITION CORP II PURPOSE New Providence Acquisition Corp II (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Company’s Board of Directors (the “Boa

Promissory Note, dated March 7, 2024, issued to our sponsor.

Exhibit 10.11 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

US64823D1028 / New Providence Acquisition Corp. II / FIR TREE CAPITAL MANAGEMENT LP Passive Investment

SC 13G 1 firtree-npab123123.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* New Providence Acquisition Corp. II (Name of Issuer) Class A common stock included as part of the units (Title of Class of Securities) 64823D102 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this St

US64823D1028 / New Providence Acquisition Corp. II / Alberta Investment Management Corp - SC 13G Passive Investment

SC 13G 1 d28822dsc13g.htm SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) NEW PROVIDENCE ACQUISITION CORP. II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 64823D102 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Chec

US64823D1028 / New Providence Acquisition Corp. II / LMR Partners LLP Passive Investment

SC 13G 1 formsc13g-newprovidence.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* New Providence Acquisition Corp. II (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 64823D102 (CUSIP Number) December 31, 2023 (Date of event which requires filing of t

US64823D1028 / New Providence Acquisition Corp. II / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment

SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* New Providence Acquisition Corp. II (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 64823D102 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statemen

US64823D1028 / New Providence Acquisition Corp. II / HIGHBRIDGE CAPITAL MANAGEMENT LLC - NEW PROVIDENCE ACQUISITION CORP. II Passive Investment

SC 13G/A 1 p24-0335sc13ga.htm NEW PROVIDENCE ACQUISITION CORP. II SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* New Providence Acquisition Corp. II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 64823D102 (CUSIP Number) December 31, 2023 (Date of event which re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41023 NEW P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41023 NEW PROVID

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 Commission File Number: 001-41023 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 Commission File Number: 001-41023 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41023 NEW PROVI

US64823D1028 / New Providence Acquisition Corp. II / Radcliffe Capital Management, L.P. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. ) New Providence Acquisition Corp. II (Name of Issuer) Class A common stock, $0.0001 par value per share (Title of Class of Securities) 64823D1

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 5, 2023 NEW PROVIDENC

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 5, 2023 NEW PROVIDENCE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41023 86-1433401 (State or other jurisdiction of (Commissio

Amendment to Amended and Restated Certificate of Incorporation (Redemption Limitation Amendment).(3)

Exhibit 3.2 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NEW PROVIDENCE ACQUISITION CORP. II Pursuant to Section 242 of the Delaware General Corporation Law NEW PROVIDENCE ACQUISITION CORP. II (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is “New Providence A

Form of Share Transfer Agreements.(3)

Exhibit 10.1 FORM OF STOCK TRANSFER AGREEMENT This Stock Transfer Agreement (“Agreement”) dated [●], 2023, by and among the entities listed on Exhibit A hereto (collectively, the “Holder”), New Providence Acquisition II LLC (the “Insider”), a Delaware limited liability company, and New Providence Acquisition Corp. II, a Delaware corporation (the “Company”). RECITALS: A. The Company will hold a spe

Amendment to Amended and Restated Certificate of Incorporation (Extension Amendment).(3)

Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NEW PROVIDENCE ACQUISITION CORP. II Pursuant to Section 242 of the Delaware General Corporation Law NEW PROVIDENCE ACQUISITION CORP. II (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is “New Providence A

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 3, 2023 NEW PROVIDENC

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 3, 2023 NEW PROVIDENCE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41023 86-1433401 (State or other jurisdiction of (Commissio

Other Events

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 3, 2023 NEW PROVIDENCE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41023 86-1433401 (State or other jurisdiction of (Commissio

Form of Share Transfer Agreements

Exhibit 10.1 FORM OF STOCK TRANSFER AGREEMENT This Stock Transfer Agreement (“Agreement”) dated [●], 2023, by and among the entities listed on Exhibit A hereto (collectively, the “Holder”), New Providence Acquisition II LLC (the “Insider”), a Delaware limited liability company, and New Providence Acquisition Corp. II, a Delaware corporation (the “Company”). RECITALS: A. The Company will hold a spe

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 2, 2023 NEW PROVIDENC

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 2, 2023 NEW PROVIDENCE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41023 86-1433401 (State or other jurisdiction of incorporat

Form of Share Transfer Agreements

Exhibit 10.1 FORM OF STOCK TRANSFER AGREEMENT This Stock Transfer Agreement (“Agreement”) dated [●], 2023, by and among the entities listed on Exhibit A hereto (collectively, the “Holder”), New Providence Acquisition II LLC (the “Insider”), a Delaware limited liability company, and New Providence Acquisition Corp. II, a Delaware corporation (the “Company”). RECITALS: A. The Company will hold a spe

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 2, 2023 NEW PROVIDENCE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41023 86-1433401 (State or other jurisdiction of incorporat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to NEW PROVIDENCE ACQUISITION CORP. II (Exact name of

Description of Registrant’s Securities.*

Exhibit 4.5 Description of Securities General Pursuant to our amended and restated certificate of incorporation, our authorized capital stock consists of 400,000,000 shares of Class A common stock, $0.0001 par value, 10,000,000 shares of Class B common stock, $0.0001 par value, and 1,000,000 shares of undesignated preferred stock, $0.0001 par value. The following description summarizes the materia

US64823D2018 / NEW PROVIDENCE ACQUISITION C 0.00000000 / UBS OCONNOR LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) * New Providence Acquisition Corp. II (Name of Issuer) Class A common stock included as part of the units (Title of Class of Securities) 64823D201 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropria

US64823D1028 / New Providence Acquisition Corp. II / HIGHBRIDGE CAPITAL MANAGEMENT LLC - NEW PROVIDENCE ACQUISITION CORP. II Passive Investment

SC 13G/A 1 p23-0339sc13ga.htm NEW PROVIDENCE ACQUISITION CORP. II SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* New Providence Acquisition Corp. II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 64823D102 (CUSIP Number) December 31, 2022 (Date of event which re

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): January 11, 2023 NEW PROVIDENCE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organizat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41023 NEW P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41023 NEW PROVID

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41023 NEW PROVI

US64823D1028 / New Providence Acquisition Corp. II / Saba Capital Management, L.P. - FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* New Providence Acquisition Corp. II (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 64823D102 (CUSIP Number) April 28, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to NEW PROVIDENCE ACQUISITION CORP. II (Exact name of

Description of Registrant’s Securities.*

EX-4.5 2 f10k2021ex4-5newprovid2.htm DESCRIPTION OF REGISTRANT'S SECURITIES Exhibit 4.5 Description of Securities General Pursuant to our amended and restated certificate of incorporation, our authorized capital stock consists of 400,000,000 shares of Class A common stock, $0.0001 par value, 10,000,000 shares of Class B common stock, $0.0001 par value, and 1,000,000 shares of undesignated preferre

FIR TREE CAPITAL MANAGEMENT LP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

US64823D2018 / NEW PROVIDENCE ACQUISITION C 0.00000000 / UBS OCONNOR LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* New Providence Acquisition Corp. II (Name of Issuer) Class A common stock included as part of the units (Title of Class of Securities) 64823D201 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate

CITADEL ADVISORS LLC - NEW PROVIDENCE ACQUISITION CORP. II

SC 13G/A 1 tm224861d18sc13ga.htm NEW PROVIDENCE ACQUISITION CORP. II UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1)* New Providence Acquisition Corp. II (Name of Issuer) Class A common st

New Providence Acquisition II LLC - SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* New Providence Acquisition Corp. II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 64823D102 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the Appropriate

NPAB / New Providence Acquisition Corp II - Class A / HIGHBRIDGE CAPITAL MANAGEMENT LLC - NEW PROVIDENCE ACQUISITION CORP. II Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* New Providence Acquisition Corp. II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 64823D102 (CUSIP Number) December 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box to desi

Other Events, Financial Statements and Exhibits

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): December 27, 2021 NEW PROVIDENCE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41023 86-1433401 (State or other jurisdiction of incorporation or o

New Providence Acquisition Corp. II Announces the Separate Trading of its Shares of Class A Common Stock and Warrants Commencing December 27, 2021

Exhibit 99.1 New Providence Acquisition Corp. II Announces the Separate Trading of its Shares of Class A Common Stock and Warrants Commencing December 27, 2021 Austin, Texas, December 27, 2021 - New Providence Acquisition Corp. II (Nasdaq: NPABU) (the “Company”) announced that, commencing December 27, 2021, holders of the units sold in the Company’s initial public offering of 25,000,000 units (whi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41023 NEW P

JOINT FILING AGREEMENT

EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Class A common stock of New Providence Acquisition Corp. II, a Delaware corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended, on beh

HIGHBRIDGE CAPITAL MANAGEMENT LLC - NEW PROVIDENCE ACQUISITION CORP. II

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* New Providence Acquisition Corp. II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 64823D201** (CUSIP Number) November 9, 2021 (Date of event which requires filing of this statement) Check the appropriate box to design

CITADEL ADVISORS LLC - NEW PROVIDENCE ACQUISITION CORP. II

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. )* New Providence Acquisition Corp. II (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 64823D

INDEX TO FINANCIAL STATEMENT PAGE Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of November 9, 2021 F-3 Notes to Financial Statement F-4

EX-99.1 2 d242391dex991.htm EX-99.1 Exhibit 99.1 INDEX TO FINANCIAL STATEMENT PAGE Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of November 9, 2021 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of New Providence Acquisition Corp. II Opinion on the Financial Statement We hav

Financial Statements and Exhibits, Other Events

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): November 9, 2021 NEW PROVIDENCE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41023 86-1433401 (State or other jurisdiction of incor

Letter Agreement among the Company, our sponsor and each of the officers and directors of the Company named therein.(1)

EX-10.4 9 d56225dex104.htm EX-10.4 Exhibit 10.4 November 4, 2021 New Providence Acquisition Corp. II 10900 Research Blvd, Suite 160C, PMB 1081 Austin, Texas 78759 Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “U

Administrative Support Agreement between the Company and our sponsor.(1)

EX-10.5 10 d56225dex105.htm EX-10.5 Exhibit 10.5 NEW PROVIDENCE ACQUISITION CORP. II 10900 Research Blvd., Suite 160C, PMB 1081 Austin, TX 78759 November 4, 2021 New Providence Acquisition II LLC 10900 Research Blvd. Suite 160C, PMB 1081 Austin, TX 78759 Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between New Providence Acquisition Corp. II (the “Company

Private Placement Warrants Purchase Agreement between the Company and our sponsor.(1)

EX-10.1 6 d56225dex101.htm EX-10.1 Exhibit 10.1 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of November 4, 2021, is entered into by and among New Providence Acquisition Corp. II, a Delaware corporation (the “Company”), and New Provid

Registration and Stockholder Rights Agreement among the Company, our sponsor and certain other stockholders party thereto.(1)

Exhibit 10.3 REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this ?Agreement?), dated as of November 4, 2021, is made and entered into by and among New Providence Acquisition Corp. II, a Delaware corporation (the ?Company?), New Providence Acquisition II LLC, a Delaware limited liability company (the ?Sponsor?), and the undersigned parties listed u

Amended and Restated Bylaws(1)

EX-3.2 4 d56225dex32.htm EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BY LAWS OF NEW PROVIDENCE ACQUISITION CORP. II (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1 Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or in

Amended and Restated Certificate of Incorporation.(1)

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NEW PROVIDENCE ACQUISITION CORP. II November 9, 2021 New Providence Acquisition Corp. II, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “New Providence Acquisition Corp. II”. The original certificate of incorporation

Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Company.(1)

Exhibit 10.2 FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of November 4, 2021, by and between New Providence Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-l

Warrant Agreement between Continental Stock Transfer & Trust Company and the Company.(1)

Exhibit 4.1 WARRANT AGREEMENT This agreement (this “Agreement”) is made as of November 4, 2021 between New Providence Acquisition Corp. II, a Delaware corporation, with offices at 10900 Research Boulevard, Suite 160C, Austin, Texas 78759 (the “Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, with offices at 1 State Street, 30th Floor, New York, New York 1

Underwriting Agreement between the Company and Deutsche Bank Securities Inc

Exhibit 1.1 22,500,000 Units New Providence Acquisition Corp. II UNDERWRITING AGREEMENT November 4, 2021 Deutsche Bank Securities Inc. 1 Columbus Circle New York, New York 10019 As Representative of the several Underwriters Ladies and Gentlemen: New Providence Acquisition Corp. II, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): November 4, 2021 NEW PROVIDENCE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41023 86-1433401 (State or other jurisdiction of incor

$225,000,000 New Providence Acquisition Corp. II 22,500,000 Units

Filed Pursuant to Rule 424(b)(4) PROSPECTUS Registration Nos. 333-253337 and 333-260794 $225,000,000 New Providence Acquisition Corp. II 22,500,000 Units New Providence Acquisition Corp. II is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more

As filed with the U.S. Securities and Exchange Commission on November 4, 2021 under the Securities Act of 1933, as amended.

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 (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 NEW PROVIDENCE ACQUISITION CORP. II (Exact Name

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 NEW PROVIDENCE ACQUISITION CORP.

Form of Amended and Restated Certificate of Incorporation*

EX-3.2 3 npacii-ex3249.htm EX-3.2 Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NEW PROVIDENCE ACQUISITION CORP. II [•], 2021 New Providence Acquisition Corp. II, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1.The name of the Corporation is “New Providence Acquisition Corp. II”. The original cer

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant*

Exhibit 10.3 FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021, by and between New Providence Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-l, File

Form of Letter Agreement among the Registrant and our officers, directors and New Providence Acquisition II LLC*

Exhibit 10.1 [●], 2021 New Providence Acquisition Corp. II 10900 Research Blvd, Suite 160C, PMB 1081 Austin, Texas 78759 Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by an

* * * [Signature Page Follows]

CORRESP 1 filename1.htm November 2, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: James Lopez and Mary Beth Breslin Re: New Providence Acquisition Corp. II Form S-1 Registration Statement File No. 333-253337 Dear Mr. Lopez and Ms. Breslin: Pursuant to Rule 461 of the General Rules and Regulations

Form of Private Placement Warrants Purchase Agreement between the Registrant and New Providence Acquisition II LLC*

Exhibit 10.6 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), dated as of [?], 2021, is entered into by and among New Providence Acquisition Corp. II, a Delaware corporation (the ?Company?), and New Providence Acquisition II LLC, a Delaware limite

New Providence Acquisition Corp. II 10900 Research Blvd, Suite 160C, PMB 1081 Austin, TX 78759 November 2, 2021

CORRESP 1 filename1.htm New Providence Acquisition Corp. II 10900 Research Blvd, Suite 160C, PMB 1081 Austin, TX 78759 November 2, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: James Lopez and Mary Beth Breslin Re: New Providence Acquisition Corp. II Registration Statement on Form S-1 File No. 333- 253337

Form of Underwriting Agreement*

Exhibit 1.1 20,000,000 Units New Providence Acquisition Corp. II UNDERWRITING AGREEMENT [●], 2021 Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005 As Representative of the several Underwriters Ladies and Gentlemen: New Providence Acquisition Corp. II, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement

Form of Registration and Stockholder Rights Agreement between the Registrant and certain security holders*

Exhibit 10.4 REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among New Providence Acquisition Corp. II, a Delaware corporation (the “Company”), New Providence Acquisition II LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Ho

Filed with the U.S. Securities and Exchange Commission on November 1, 2021 under the Securities Act of 1933, as amended.

S-1/A 1 npacii-s1a.htm S-1/A Filed with the U.S. Securities and Exchange Commission on November 1, 2021 under the Securities Act of 1933, as amended. Registration No. 333-253337 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 7 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 New Providence Acquisition Corp. II (Exact name of registrant as s

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant*

Exhibit 4.4 WARRANT AGREEMENT This agreement (this “Agreement”) is made as of [●], 2021 between New Providence Acquisition Corp. II, a Delaware corporation, with offices at 10900 Research Boulevard, Suite 160C, Austin, Texas 78759 (the “Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, with offices at 1 State Street, 30th Floor, New York, New York 10004, a

Filed with the U.S. Securities and Exchange Commission on September 27, 2021 under the Securities Act of 1933, as amended.

Filed with the U.S. Securities and Exchange Commission on September 27, 2021 under the Securities Act of 1933, as amended. Registration No. 333-253337 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 6 to 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) De

Amended and Restated Promissory Note, dated August 3, 2021, issued to our sponsor.(2)

EX-10.2 3 npacii-ex10264.htm EX-10.2 Exhibit 10.2 THIS AMENDED AND RESTATED PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant*

Exhibit 4.4 WARRANT AGREEMENT This agreement (this “Agreement”) is made as of [●], 2021 between New Providence Acquisition Corp. II, a Delaware corporation, with offices at 10900 Research Boulevard, Suite 160C, Austin, Texas 78759 (the “Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, with offices at 1 State Street, 30th Floor, New York, New York 10004, a

Filed with the U.S. Securities and Exchange Commission on September 3, 2021 under the Securities Act of 1933, as amended.

Filed with the U.S. Securities and Exchange Commission on September 3, 2021 under the Securities Act of 1933, as amended. Registration No. 333-253337 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 5 to 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) Del

Specimen Warrant Certificate**

Exhibit 4.3 [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW NEW PROVIDENCE ACQUISITION CORP. II Incorporated Under the Laws of the State of Delaware CUSIP [●] Warrant Certificate This Warrant Certificate certifies that , or its registered assigns, is the registered holder of warr

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant*

Exhibit 4.4 WARRANT AGREEMENT This agreement (this ?Agreement?) is made as of [?], 2021 between New Providence Acquisition Corp. II, a Delaware corporation, with offices at 10900 Research Boulevard, Suite 160C, Austin, Texas 78759 (the ?Company?), and Continental Stock Transfer & Trust Company, a limited purpose trust company, with offices at 1 State Street, 30th Floor, New York, New York 10004, a

Filed with the U.S. Securities and Exchange Commission on July 14, 2021 under the Securities Act of 1933, as amended.

Filed with the U.S. Securities and Exchange Commission on July 14, 2021 under the Securities Act of 1933, as amended. Registration No. 333-253337 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to 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) Delawar

Filed with the U.S. Securities and Exchange Commission on May 11, 2021 under the Securities Act of 1933, as amended.

Filed with the U.S. Securities and Exchange Commission on May 11, 2021 under the Securities Act of 1933, as amended. Registration No. 333-253337 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to 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

Form of Amended and Restated Certificate of Incorporation**

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NEW PROVIDENCE ACQUISITION CORP. II [•], 2021 New Providence Acquisition Corp. II, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1.The name of the Corporation is “New Providence Acquisition Corp. II”. The original certificate of incorporation of the C

- S-1/A

Filed with the U.S. Securities and Exchange Commission on April 9, 2021 under the Securities Act of 1933, as amended. Registration No. 333-253337 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO 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) Delawar

New Providence Acquisition Corp. II 10900 Research Blvd Suite 160C, PMB 1081 Austin, TX 78759 April 9, 2021

CORRESP 1 filename1.htm New Providence Acquisition Corp. II 10900 Research Blvd Suite 160C, PMB 1081 Austin, TX 78759 April 9, 2021 VIA EDGAR James Lopez Mary Beth Breslin U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: New Providence Acquisition Corp. II Amendment No. 1 to Registration Statement on Form S-1 Filed March 26, 2021

Specimen Unit Certificate.(2)

Exhibit 4.1 Number Units U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [?] NEW PROVIDENCE ACQUISITION CORP. II UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE- THIRD OF ONE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (?Unit?) consists of one (1) share of Class A common stock, par va

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant*

Exhibit 4.4 WARRANT AGREEMENT between NEW PROVIDENCE ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this ?Agreement?), dated as of [?], 2021, is by and between New Providence Acquisition Corp. II, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the ?Warra

Promissory Note, dated January 15, 2021, issued to New Providence Acquisition II LLC**

EX-10.2 12 npacii-ex10292.htm EX-10.2 Exhibit 10.2 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FOR

Amended and Restated Bylaws*

Exhibit 3.3 AMENDED AND RESTATED BY LAWS OF NEW PROVIDENCE ACQUISITION CORP. II (THE ?CORPORATION?) Article I OFFICES Section 1.1Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporatio

Specimen Warrant Certificate*

Exhibit 4.3 [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW NEW PROVIDENCE ACQUISITION CORP. II Incorporated Under the Laws of the State of Delaware CUSIP [●] Warrant Certificate This Warrant Certificate certifies that , or its registered assigns, is the registered holder of warr

Specimen Class A Common Stock Certificate.(2)

EX-4.2 7 npacii-ex4297.htm EX-4.2 Exhibit 4.2 NUMBER SHARES C- CUSIP-[●] SEE REVERSE FOR CERTAIN DEFINITIONS NEW PROVIDENCE ACQUISITION CORP. II INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF NEW PROVIDENCE ACQUISITION CORP. II (THE “CO

Form of Letter Agreement among the Registrant and our officers, directors and New Providence Acquisition II LLC**

EX-10.1 11 npacii-ex10193.htm EX-10.1 Exhibit 10.1 [●], 2021 New Providence Acquisition Corp. II 10900 Research Blvd, Suite 160C, PMB 1081 Austin, Texas 78759 Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Under

Form of Registration and Stockholder Rights Agreement between the Registrant and certain security holders**

Exhibit 10.4 REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among New Providence Acquisition Corp. II, a Delaware corporation (the “Company”), New Providence Acquisition II LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Ho

- S-1/A

Filed with the U.S. Securities and Exchange Commission on March 25, 2021 under the Securities Act of 1933, as amended. Registration No. 333-253337 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to 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) Delawa

Form of Amended and Restated Certificate of Incorporation*

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NEW PROVIDENCE ACQUISITION CORP. II [?], 2021 New Providence Acquisition Corp. II, a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1.The name of the Corporation is ?New Providence Acquisition Corp. II?. The original certificate of incorporation of the C

Form of Underwriting Agreement**

Exhibit 1.1 20,000,000 Units New Providence Acquisition Corp. II UNDERWRITING AGREEMENT [?], 2021 Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005 As Representative of the several Underwriters Ladies and Gentlemen: New Providence Acquisition Corp. II, a Delaware corporation (the ?Company?), proposes, subject to the terms and conditions stated in this agreement (this ?Agreement

Form of Administrative Support Agreement by and between the Registrant and New Providence Acquisition II LLC**

Exhibit 10.8 NEW PROVIDENCE ACQUISITION CORP. II 10900 Research Blvd., Suite 160C, PMB 1081 Austin, TX 78759 [●], 2021 New Providence Acquisition II LLC 10900 Research Blvd. Suite 160C, PMB 1081 Austin, TX 78759 Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between New Providence Acquisition Corp. II (the “Company”) and New Providence Acquisition II LLC (t

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant**

Exhibit 10.3 FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of [?], 2021, by and between New Providence Acquisition Corp. II, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-l, File

Securities Subscription Agreement, dated January 15, 2021, between the Registrant and New Providence Acquisition II LLC**

Exhibit 10.5 New Providence Acquisition Corp. II 10900 Research Blvd Ste 160C PMB 1081 Austin, TX 78759 New Providence Acquisition II LLC 10900 Research Blvd Ste160C PMB 1081 Austin, TX 78759 RE: Securities Subscription Agreement January 15, 2021 Ladies and Gentlemen: We are pleased to accept the offer New Providence Acquisition II LLC (the “Subscriber” or “you”) has made to purchase 5,750,000 sha

Form of Indemnity Agreement**

Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between New Providence Acquisition Corp. II, a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adeq

Certificate of Incorporation*

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF NEW PROVIDENCE ACQUISITION CORP. II ARTICLE ONE The name of the corporation is New Providence Acquisition Corp. II (hereinafter called the “Corporation”). ARTICLE TWO The address of the Corporation’s registered office in the State of Delaware is 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808. The name of its registered agent at suc

Form of Private Placement Warrants Purchase Agreement between the Registrant and New Providence Acquisition II LLC**

Exhibit 10.6 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [●], 2021, is entered into by and among New Providence Acquisition Corp. II, a Delaware corporation (the “Company”), and New Providence Acquisition II LLC, a Delaware limite

New Providence Acquisition Corp. II 10900 Research Blvd Suite 160C, PMB 1081 Austin, TX 78759 March 25, 2021

CORRESP 1 filename1.htm New Providence Acquisition Corp. II 10900 Research Blvd Suite 160C, PMB 1081 Austin, TX 78759 March 25, 2021 VIA EDGAR James Lopez Mary Beth Breslin U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: New Providence Acquisition Corp. II Registration Statement on Form S-1 Filed February 22, 2021 File No. 333-2

Registration Statement - S-1

Filed with the U.S. Securities and Exchange Commission on February 22, 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 (St

Consent of Rick Mazer

Exhibit 99.1 CONSENT OF RICHARD MAZER New Providence Acquisition Corp. II intends to file a Registration Statement on Form S‑1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in t

Consent of Greg Stevens

Exhibit 99.5 CONSENT OF GREGORY STEVENS New Providence Acquisition Corp. II intends to file a Registration Statement on Form S‑1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in

Consent of Tim Gannon

Exhibit 99.3 CONSENT OF JOHN T. GANNON New Providence Acquisition Corp. II intends to file a Registration Statement on Form S?1 (together with any amendments or supplements thereto, the ?Registration Statement?) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in

Consent of Dan Ginsberg

Exhibit 99.2 CONSENT OF DANIEL A. GINSBERG New Providence Acquisition Corp. II intends to file a Registration Statement on Form S‑1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named

Consent of Terry Wilson

Exhibit 99.4 CONSENT OF TERRY WILSON New Providence Acquisition Corp. II intends to file a Registration Statement on Form S‑1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in th