Additional Proxy Soliciting Materials (definitive) (defa14a)
03 Mayo 2023 - 5:37AM
Edgar (US Regulatory)
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 2, 2023
NEW
PROVIDENCE ACQUISITION CORP. II
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-41023 |
|
86-1433401 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer
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 1.01 Entry into a Material Definitive Agreement.
In connection with the special
meeting in lieu of an annual meeting of stockholders (the “Extension Meeting”) of New Providence Acquisition
Corp. II, a Delaware corporation (the “Company”), to extend the date
by which the Company has to consummate a business combination (the “Charter Extension”) from
May 9, 2023 to May 9, 2024, the Company and New Providence Acquisition II LLC (the “Sponsor”), entered
into share transfer agreements (each, an “Agreement” and collectively, the “Agreements”)
with several holders (the “Holders”) of the Company’s Class A common stock, par value $0.0001
per share (the “Class A Shares”), pursuant to which such Holders have agreed not to redeem an aggregate of 4,600,000
Class A Shares (the “Non-Redeemed Shares”) in connection with the Charter Extension. In exchange for the foregoing
commitments not to redeem such Non-Redeemed Shares, the Sponsor has agreed to forfeit and surrender to the Company for no consideration
an aggregate of 1,380,000 Class A Shares and shares of Class B common stock, par value $0.0001 per share held by the Sponsor, at the closing
of the Company’s initial business combination, and the Company has agreed to issue an aggregate of 1,380,000 Class A Shares to the
Holders at such time.
The foregoing summary of
the Agreements does not purport to be complete and is qualified in its entirety by reference to the form of Agreements filed herein as
Exhibit 10.1 and incorporated herein by reference.
Important Information
and Where to Find It
On April 19, 2023, the
Company filed a definitive proxy statement with the Securities and Exchange Commission (the “SEC”)
in connection with its solicitation of proxies for the Extension Meeting (the “Definitive Proxy Statement”).
INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS
THERETO) AND OTHER DOCUMENTS THE COMPANY FILES WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN
IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of the Definitive Proxy Statement (including
any amendments or supplements thereto) and other documents filed with the SEC through the web site maintained by the SEC at www.sec.gov
or by directing a request to: New Providence Acquisition Corp. II, 10900 Research Blvd, Suite 160C, PMB 1081, Austin, TX 78759.
Participants in Solicitation
The Company and its directors
and officers may be deemed to be participants in the solicitation of proxies from stockholders in connection with the Extension Meeting.
Additional information regarding the identity of these potential participants and their direct or indirect interests, by security holdings
or otherwise, is set forth in the Definitive Proxy Statement. You may obtain free copies of these documents using the sources indicated
above.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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 3, 2023
| |
NEW PROVIDENCE ACQUISITION CORP. II |
| |
|
| |
By: |
/s/ James Bradley |
| |
Name: |
James Bradley |
| |
Title: |
Chief Financial Officer |
2
New Providence Acquisiti... (NASDAQ:NPAB)
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