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		(Commission File Number)		(I.R.S. Employer
incorporation or organization)				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 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On April 2, 2024, James Bradley resigned as Chief Financial Officer of New Providence Acquisition Corp. II (the “Company”), effective immediately. His resignation was not the result of a disagreement with the Company, the Company’s management or the Board of Directors of the Company (the “Board”) on any matter relating to the Company’s operations, policies or practices. Gary P. Smith, the Company’s Chief Executive Officer and director, will serve as the Company’s interim Chief Financial Officer until such time that the Board has appointed a new Chief Financial Officer.

 

On April 8, 2024, Terry Wilson resigned as a director of the Board. His resignation was not the result of a disagreement with the Company, the Company’s management or the Board on any matter relating to the Company’s operations, policies or practices. Mr. Wilson was a member of the nominating and corporate governance committee of the Board prior to his resignation.

 

 

SIGNATURE

 

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: April 8, 2024

 

	NEW PROVIDENCE ACQUISITION CORP. II
	By:	/s/ Gary P. Smith
	Name:	Gary P. Smith
	Title:	Chief Executive Officer and Director

 

 

2