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 | (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 7.01 Regulation FD Disclosure.
On May 6, 2024, New Providence Acquisition Corp. II issued a press release. A copy of the press release is furnished hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
Exhibit No. | Description | |
99.1 | Press Release dated May 6, 2024 | |
104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) |
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: May 6, 2024
NEW PROVIDENCE ACQUISITION CORP. II | ||
By: | /s/ Gary P. Smith | |
Name: | Gary P. Smith | |
Title: | Chief Executive Officer and Director |
2
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 company in the consumer sector. No assurance can be made that NPA will successfully negotiate and enter into a definitive agreement for a business combination or that NPA will be successful in completing a business combination.
About New Providence Acquisition Corp. II
NPA is a blank check company incorporated in Delaware for the purpose of effecting a merger, capital stock exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.
Contact
Please send inquiries to info@npa-corp.com.
Forward-Looking Statements
This press release may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, NPA’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the NPA’s filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of NPA, including those set forth in the Risk Factors section of NPA’s registration statement and prospectus relating to NPA’s initial public offering filed with the SEC. NPA undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.