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~~The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July ~~May~~29, 82024 (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 of	(Commission File Number)	(I.R.S. Employer
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
incorporation or organization)		Identification No.)
of incorporation)		Identification No.)

10900 Research Blvd
Suite 160C, PMB 1081
Austin, TX		78759
(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~~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
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
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
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 5 3.~~03. Amendments~~01 Notice of Delisting or Failure to ~~Articles~~Satisfy ofa ~~Incorporation~~Continued Listing Rule or ~~Bylaws~~Standard; ~~Change~~Transfer inof ~~Fiscal Year~~Listing.

On ~~May~~July 923, 2024, New Providence Acquisition Corp. II (the “Company”) ~~filed~~received a ~~third~~deficiency ~~amendment~~letter tofrom the ~~Company’s~~Listing ~~Amended~~Qualifications ~~and~~Department ~~Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware~~ (the “~~Extension Amendment~~Staff”), ~~following stockholder approval~~ of the ~~Extension~~Nasdaq ~~Amendment~~Stock atMarket ~~the~~LLC ~~Meeting~~ (~~as defined below~~“Nasdaq”). ~~The~~notifying ~~Extension Amendment extends~~ the ~~date~~Company bythat, ~~which~~ for the ~~Company~~preceding ~~must~~30 ~~consummate~~consecutive a business ~~combination from May 9~~days, ~~2024,~~the onCompany’s aMarket ~~monthly~~Value ~~basis,~~of upListed toSecurities ~~six~~ (6“MVLS”) ~~times,~~was below ~~until~~the ~~November~~$50 9,million ~~2024~~minimum ~~(or~~requirement ~~such~~for ~~earlier~~continued ~~date~~listing ason ~~may~~The beNasdaq ~~determined~~Global byMarket ~~the~~pursuant ~~Board~~to ofNasdaq ~~Directors~~Listing ofRule ~~the~~5450(b)(2) ~~Company~~ (the “~~Board~~MVLS Requirement”)).

The ~~foregoing~~notification ~~description~~received ishas ~~qualified~~no inimmediate ~~its~~effect ~~entirety~~on bythe ~~reference~~Company’s Nasdaq listing. In accordance with Nasdaq rules, the Company has been provided an initial period of 180 calendar days, or until January 17, 2025 (the “Compliance Date”), to regain compliance with the ~~Extension~~ ~~Amendment~~MVLS Requirement. If, at any time before the Compliance Date, the Company’s MVLS closes at $50 million or more for a ~~copy~~minimum of ~~which~~10 isconsecutive ~~attached~~business asdays, ~~Exhibit 3.1~~the ~~hereto~~Staff ~~and~~will isprovide ~~incorporated~~the byCompany ~~reference~~written ~~herein~~confirmation of compliance with the MVLS Requirement.

~~Item~~The ~~5.07.~~Company ~~Submission~~effected ofthe ~~Matters~~Conversion (as defined below) to aregain ~~Vote~~compliance ofwith ~~Security~~the ~~Holders~~MVLS Requirement.

~~On May~~Item ~~9, 2024, the Company held a special meeting in lieu of an annual meeting of stockholders (the “Meeting”), which Meeting was adjourned from its original date of May 7, 2024~~3.02 AtUnregistered ~~the~~Sales ~~Meeting, the Company’s stockholders approved (i) the Extension Amendment, which required the affirmative vote~~ of atEquity least fifty percent (50%) of the issued and outstanding shares of the Company’s common stock, voting as a single class (the “Extension Amendment Proposal”), and (ii) a proposal to approve and ratify the appointment of Marcum LP as the Company’s independent accountants for the fiscal year ending December 31, 2024, which required the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding shares of the Company's common stock present in person or represented by proxy and entitled to vote at the Meeting (the “Auditor Ratification Proposal”)Securities.

On July 29, 2024, the Company, issued an aggregate of 3,249,999 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), to (i) New Providence Acquisition II LLC, the Company’s sponsor (the “Sponsor”), and (ii) Rick Mazer, Dan Ginsberg, Tim Gannon, Terry Wilson and Greg Stevens, the Company’s independent directors at the time of its initial public offering (the “IPO” and such stockholders, “Director Holders” and together with the Sponsor, the “Founder Share Holders”), upon the conversion (the “Conversion”) of an equal number of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), held by the Founder Share Holders. The shares of Class A Common Stock issued in connection with the Conversion are subject to the same ~~final~~restrictions ~~voting~~applicable ~~results~~to ~~for~~the shares of Class B Common Stock prior to the ~~Extension~~Conversion, ~~Amendment~~including ~~Proposal~~certain ~~were~~transfer restrictions, waiver of redemption rights and the obligation to vote in favor of a business combination, as ~~follows:~~described in the final prospectus filed with the U.S. Securities and Exchange Commission by the Company on November 8, 2021 in connection with the IPO. Following the Conversion, there are 6,932,523 shares of Class A Common Stock issued and outstanding and one share of Class B Common Stock issued and outstanding.

For		Against		Abstain		Broker Non-Votes
10,499,302		213,952		0		0

The shares of Class A Common Stock issued upon the Conversion have not been registered under the Securities Act of 1933, as amended, in reliance on the exemption from registration provided by Section 3(a)(9) thereof.

~~The final~~Item ~~voting~~9.01 ~~results~~Financial ~~for~~Statements ~~the~~and ~~Auditor Ratification Proposal were as follows:~~Exhibits.

For		Against		Abstain		Broker Non-Votes
10,504,254		209,000		0		0

(d) Exhibits.

~~Stockholders holding~~The ~~4,585,351~~following ~~shares~~exhibits ofare ~~the Company’s Class A common stock that were included in the units sold in the Company’s~~being ~~initial~~filed public offering (“Public Shares”) exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s trust account. As a result, approximately $49.9 million (approximately $10.89 per share) will be removed from the Company’s trust account to pay such holders. Following redemptions, the Company will have 682,524 Public Shares outstanding.herewith:

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description of Exhibits
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~(d) Exhibits. The following exhibits are filed with this Form 8-K:~~1

Exhibit No.		Description of Exhibits
3.1		Third Amendment to Amended and Restated Certificate of Incorporation.
104		Cover Page Interactive Data File (embedded with the Inline XBRL document)

SIGNATURES

1Pursuant 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.

~~SIGNATURE~~Dated: July 29, 2024

~~Pursuant to~~NEW ~~the~~PROVIDENCE ~~requirements~~ACQUISITION ofCORP. ~~the~~II ~~Securities~~By: ~~Exchange~~/s/ ~~Act~~Gary ofP. ~~1934,~~Smith ~~the~~Name: ~~registrant~~Gary ~~has~~P. ~~duly~~Smith ~~caused~~Title: ~~this~~Chief ~~report~~Executive toOfficer beand ~~signed on its behalf by the undersigned hereunto duly authorized.~~Director

~~Dated: May 15, 2024~~2

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