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 appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
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*
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page.
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The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act
of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 64823D102
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13G
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1
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NAMES OF REPORTING PERSONS
LMR Partners LLP
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||||||||||||||||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
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||||||||||||||||
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3
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SEC USE ONLY
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||||||||||||||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
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||||||||||||||||
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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||||||||||||||
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6
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SHARED VOTING POWER
0
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|||||||||||||||
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7
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SOLE DISPOSITIVE POWER
0
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|||||||||||||||
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8
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SHARED DISPOSITIVE POWER
0
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|||||||||||||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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||||||||||||||||
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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||||||||||||||||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
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||||||||||||||||
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN, IA
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CUSIP No. 64823D102
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13G
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1
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NAMES OF REPORTING PERSONS
LMR Partners Limited
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||||||||||||||||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
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||||||||||||||||
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3
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SEC USE ONLY
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||||||||||||||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong
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||||||||||||||||
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
|
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SOLE VOTING POWER
0
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||||||||||||||
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6
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SHARED VOTING POWER
0
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|||||||||||||||
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7
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SOLE DISPOSITIVE POWER
0
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|||||||||||||||
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8
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SHARED DISPOSITIVE POWER
0
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|||||||||||||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
||||||||||||||||
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10
|
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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||||||||||||||||
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11
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
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||||||||||||||||
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO, IA
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CUSIP No. 64823D102
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13G
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1
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NAMES OF REPORTING PERSONS
LMR Partners LLC
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||||||||||||||||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
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||||||||||||||||
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3
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SEC USE ONLY
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||||||||||||||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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||||||||||||||||
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
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5
|
|
SOLE VOTING POWER
0
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||||||||||||||
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6
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SHARED VOTING POWER
0
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|||||||||||||||
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7
|
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SOLE DISPOSITIVE POWER
0
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|||||||||||||||
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8
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SHARED DISPOSITIVE POWER
0
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|||||||||||||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
||||||||||||||||
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10
|
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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||||||||||||||||
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11
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
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||||||||||||||||
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO, IA
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||||||||||||||||
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CUSIP No. 64823D102
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13G
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1
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NAMES OF REPORTING PERSONS
LMR Partners AG
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|||||||||||||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
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|||||||||||||
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3
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SEC USE ONLY
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|||||||||||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
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5
|
|
SOLE VOTING POWER
0
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|||||||||||
|
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6
|
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SHARED VOTING POWER
0
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||||||||||||
|
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7
|
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SOLE DISPOSITIVE POWER
0
|
||||||||||||
|
|
8
|
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SHARED DISPOSITIVE POWER
0
|
||||||||||||
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9
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|||||||||||||
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
|||||||||||||
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11
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
|||||||||||||
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12
|
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO, IA
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|||||||||||||
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CUSIP No. 64823D102
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13G
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1
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NAMES OF REPORTING PERSONS
LMR Partners (DIFC) Limited
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|||||||||||||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
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|||||||||||||
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3
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SEC USE ONLY
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|||||||||||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United Arab Emirates
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|||||||||||||
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
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5
|
|
SOLE VOTING POWER
0
|
|||||||||||
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6
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SHARED VOTING POWER
0
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||||||||||||
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7
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SOLE DISPOSITIVE POWER
0
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||||||||||||
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8
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SHARED DISPOSITIVE POWER
0
|
||||||||||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|||||||||||||
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
|||||||||||||
|
11
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
|||||||||||||
|
12
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO, IA
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|||||||||||||
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CUSIP No. 64823D102
|
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13G
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1
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NAMES OF REPORTING PERSONS
LMR Partners (Ireland) Limited
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|||||||||||||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
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|||||||||||||
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3
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SEC USE ONLY
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|||||||||||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Ireland
|
|||||||||||||
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0
|
|||||||||||
|
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6
|
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SHARED VOTING POWER
0
|
||||||||||||
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7
|
|
SOLE DISPOSITIVE POWER
0
|
||||||||||||
|
|
8
|
|
SHARED DISPOSITIVE POWER
0
|
||||||||||||
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9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|||||||||||||
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
|||||||||||||
|
11
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
|||||||||||||
|
12
|
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO, IA
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|||||||||||||
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CUSIP No. 64823D102
|
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13G
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1
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NAMES OF REPORTING PERSONS
Ben Levine
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|||||||||||||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
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|||||||||||||
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3
|
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SEC USE ONLY
|
|||||||||||||
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4
|
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CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
|
|||||||||||||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0
|
|||||||||||
|
|
6
|
|
SHARED VOTING POWER
0
|
||||||||||||
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
||||||||||||
|
|
8
|
|
SHARED DISPOSITIVE POWER
0
|
||||||||||||
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|||||||||||||
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
|||||||||||||
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
|||||||||||||
|
12
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN, HC
|
|||||||||||||
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CUSIP No. 64823D102
|
|
13G
|
|
|
1
|
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NAMES OF REPORTING PERSONS
Stefan Renold
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|||||||||||||
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2
|
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
|||||||||||||
|
3
|
|
SEC USE ONLY
|
|||||||||||||
|
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
|
|||||||||||||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0
|
|||||||||||
|
|
6
|
|
SHARED VOTING POWER
0
|
||||||||||||
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
||||||||||||
|
|
8
|
|
SHARED DISPOSITIVE POWER
0
|
||||||||||||
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|||||||||||||
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
|||||||||||||
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
|||||||||||||
|
12
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN, HC
|
|||||||||||||
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Item 1(a).
|
NAME OF ISSUER:
|
The name of the issuer is New Providence Acquisition Corp. II (the “Issuer”).
|
Item 1(b).
|
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
|
The Issuer’s principal executive offices are located at 401 S County Road #2588, Palm Beach, Florida 33480.
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Item 2(a).
|
NAME OF PERSON FILING:
|
This statement is filed by:
|
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(i)
|
LMR Partners LLP, LMR Partners Limited, LMR Partners LLC, LMR Partners AG, LMR Partners (DIFC) Limited and LMR Partners (Ireland) Limited (collectively, the “LMR Investment Managers”),
which serve as the investment managers to certain funds with respect to the shares of Class A Common Stock (as defined in Item 2(d)) held by certain funds; and
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(ii)
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Ben Levine and Stefan Renold, who are ultimately in control of the investment and voting decisions of the LMR Investment Managers with respect to the securities held by certain funds.
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The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.”
|
Item 2(b).
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ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
|
The address of the principal business office of each of the Reporting Persons is c/o LMR Partners LLP, 9th Floor, Devonshire House, 1 Mayfair Place, London, W1J 8AJ, United Kingdom.
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Item 2(c).
|
CITIZENSHIP:
|
LMR Partners LLP is a United Kingdom limited liability partnership. LMR Partners Limited is a Hong Kong corporation. LMR Partners LLC is a Delaware limited liability company. LMR Partners AG is a
Swiss corporation. LMR Partners (DIFC) Limited is a United Arab Emirates corporation. LMR Partners (Ireland) Limited is a limited company incorporated in Ireland. Ben Levine is a citizen of the United Kingdom. Stefan Renold is a citizen of
Switzerland.
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Item 2(d).
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TITLE OF CLASS OF SECURITIES:
|
Class A Common Stock, $0.0001 par value per share (“Class A Common Stock”).
|
Item 2(e).
|
CUSIP NUMBER:
|
64823D102
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Item 3.
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IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
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(a)
|
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☐
|
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78c).
|
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(b)
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☐
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
|
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(c)
|
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☐
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
|
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☐
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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☒
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An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).
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(f)
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☐
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
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(g)
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☒
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
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(h)
|
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☐
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i)
|
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☐
|
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
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(j)
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☒
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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).
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(k)
|
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☐
|
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Group, in accordance with §240.13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: investment adviser.
|
|
Item 4.
|
OWNERSHIP.
|
The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
As of September 30, 2024:
LMR Multi-Strategy Master Fund Limited (“LMR Master Fund”) does not directly hold any Class A Common Stock.
LMR Master Fund directly holds warrants to purchase 200,000 shares of Class A Common Stock (“Warrants”). The Warrants have an exercise price of $11.50 per share of Class A Common Stock and are
exercisable on the later of 30 days after the completion of the Issuer’s initial business combination or 12 months from the closing of the Issuer’s initial public offering, and will expire five years after the completion of the Issuer’s initial
business combination or earlier upon redemption or the Issuer’s liquidation.
|
Item 5.
|
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
|
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners or more than five percent of the class of securities,
check the following ☒.
|
Item 6.
|
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
|
Not applicable.
|
Item 7.
|
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
|
Not applicable.
|
Item 8.
|
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
|
Not applicable.
|
Item 9.
|
NOTICE OF DISSOLUTION OF GROUP.
|
Not applicable.
|
Item 10.
|
CERTIFICATION.
|
Not applicable.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
DATED: November 14, 2024
|
LMR PARTNERS LLP
|
||
|
By:
|
|
/s/ Shane Cullinane
|
|
Name:
|
|
Shane Cullinane
|
|
Title:
|
|
Chief Operating Officer
|
|
LMR PARTNERS LIMITED
|
||
|
By:
|
|
/s/ Shane Cullinane
|
|
Name:
|
|
Shane Cullinane
|
|
Title:
|
|
Chief Operating Officer
|
|
LMR PARTNERS LLC
|
||
|
By:
|
|
/s/ Allyson Hanlon
|
|
Name:
|
|
Allyson Hanlon
|
|
Title:
|
|
US Legal Counsel
|
|
LMR PARTNERS AG
|
||
|
By:
|
|
/s/ Shane Cullinane
|
|
Name:
|
|
Shane Cullinane
|
|
Title:
|
|
Chief Operating Officer
|
|
LMR PARTNERS (DIFC) LIMITED
|
||
|
By:
|
|
/s/ Shane Cullinane
|
|
Name:
|
|
Shane Cullinane
|
|
Title:
|
|
Chief Operating Officer
|
|
LMR PARTNERS (IRELAND) LIMITED
|
||
|
By:
|
|
/s/ Shane Cullinane
|
|
Name:
|
|
Shane Cullinane
|
|
Title:
|
|
Chief Operating Officer
|
| /s/ Ben Levine |
||
|
BEN LEVINE
|
||
/s/ Stefan Renold
STEFAN RENOLD
EXHIBIT 99.1
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that
all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information
concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
DATED: November 14, 2024
|
LMR PARTNERS LLP
|
||
|
By:
|
|
/s/ Shane Cullinane
|
|
Name:
|
|
Shane Cullinane
|
|
Title:
|
|
Chief Operating Officer
|
|
LMR PARTNERS LIMITED
|
||
|
By:
|
|
/s/ Shane Cullinane
|
|
Name:
|
|
Shane Cullinane
|
|
Title:
|
|
Chief Operating Officer
|
|
LMR PARTNERS LLC
|
||
|
By:
|
|
/s/ Allyson Hanlon
|
|
Name:
|
|
Allyson Hanlon
|
|
Title:
|
|
US Legal Counsel
|
|
LMR PARTNERS AG
|
||
|
By:
|
|
/s/ Shane Cullinane
|
|
Name:
|
|
Shane Cullinane
|
|
Title:
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Chief Operating Officer
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LMR PARTNERS (DIFC) LIMITED
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By:
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/s/ Shane Cullinane
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Name:
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Shane Cullinane
|
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Title:
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Chief Operating Officer
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LMR PARTNERS (IRELAND) LIMITED
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||
|
By:
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/s/ Shane Cullinane
|
|
Name:
|
|
Shane Cullinane
|
|
Title:
|
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Chief Operating Officer
|
| /s/ Ben Levine |
||
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BEN LEVINE
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/s/ Stefan Renold
STEFAN RENOLD