New Providence Acquisition Corp. II filed SEC Form 8-K: Shareholder Director Nominations, Other Events
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 20, 2024 (
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Item 5.08. Shareholder Director Nominations.
(a) To the extent applicable, the information in Item 8.01 of this Form 8-K is incorporated by reference into this Item 5.08.
Item 8.01. Other Events.
As previously disclosed, on July 29, 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”).
On September 10, 2024, the Company received a written notice from the Staff of Nasdaq notifying the Company that the Staff has determined that for the last 30 consecutive business days, from August 14, 2024 to August 27, 2024, the Company’s MVLS has been $50,000,000 or greater. Accordingly, the Company has regained compliance with the MVLS Requirement and the Staff has indicated that the matter is now closed.
Additionally, in September 20, 2024, the Company determined that a special meeting of its stockholders will be held in lieu of its fiscal year 2023 annual meeting of stockholders (the “Meeting”) on or around Friday, November 1, 2024 at 10:00 a.m. Eastern time at the offices of Ellenoff Grossman & Schole LLP, located at 1345 Avenue of the Americas, 11th Floor, New York, New York 10105, or at such other time, on such other date and at such other place to which the Meeting may be adjourned. Pursuant to the Company’s bylaws (the “Bylaws”), stockholders seeking to bring business before the Meeting or to nominate candidates for election as directors at the Meeting must deliver such proposals or nominations to the Company’s Secretary at: 401 S County Road #2588, Palm Beach, Florida 33480, no later than September 30, 2024. Any stockholder proposal or director nominations must also comply with the requirements of Delaware law, the rules and regulations promulgated by the U.S. Securities and Exchange Commission and the Bylaws.
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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: September 20, 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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