New Providence Acquisition Corp. II filed SEC Form 8-K: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Unregistered Sales of Equity Securities, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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 (
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| The Stock Market LLC | ||||
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| The Stock Market LLC |
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On July 23, 2024, New Providence Acquisition Corp. II (the “Company”) received a deficiency letter from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the preceding 30 consecutive business days, the Company’s Market Value of Listed Securities (“MVLS”) was below the $50 million minimum requirement for continued listing on The Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(b)(2) (the “MVLS Requirement”).
The notification received has no immediate effect on the 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 MVLS Requirement. If, at any time before the Compliance Date, the Company’s MVLS closes at $50 million or more for a minimum of 10 consecutive business days, the Staff will provide the Company written confirmation of compliance with the MVLS Requirement.
The Company effected the Conversion (as defined below) to regain compliance with the MVLS Requirement.
Item 3.02 Unregistered Sales of Equity 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 restrictions applicable to the shares of Class B Common Stock prior to the Conversion, including certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of a business combination, as 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.
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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are being filed herewith:
| Exhibit No. | Description of Exhibits | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
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: July 29, 2024
| NEW PROVIDENCE ACQUISITION CORP. II | ||
| By: | /s/ Gary P. Smith | |
| Name: | Gary P. Smith | |
| Title: | Chief Executive Officer and Director | |
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