8-K
filed May 10, 2023, 7:59 PM ET
CIK 0001837929
other material
confidence high
sentiment neutral
materiality 0.70
New Providence II extends business combination deadline to May 2024; $205.5M in redemptions
New Providence Acquisition Corp. II
- Stockholders approved extension of deadline to May 9, 2024, and removed net tangible asset redemption limitation.
- Holders redeemed 19,732,125 Class A shares at ~$10.41/share, withdrawing ~$205.5M from trust.
- Sponsor forfeited 1,500,000 Class A & B shares for non-redemption on 5,000,000 shares; 3,000,000 Class B converted to Class A.
- After redemptions and conversions, Class A shares outstanding: 8,267,875; Class B: 3,250,000.
- Share transfer agreements executed with holders to secure non-redemption commitments for 5,000,000 shares.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
New Providence Acquisition Corp. II: Amended certificate of incorporation to extend business combination deadline from May 9, 2023 to May 9, 2024, and remove limitation on redemption if net tangible assets fall below $5,000,001 (effective 2023-05-05).
- Change
- charter amendment
- Effective
- 2023-05-05
Exact text from the filing
On May 5, 2023, the Company held the Extension Meeting to amend the Company’s amended and restated certificate of incorporation to (i) extend the date by which the Company has to consummate a business combination from May 9, 2023 to May 9, 2024 (such amendment, the “ Extension Amendment ” and such proposal, the “ Extension Amendment Proposal ”) and (ii) remove the limitation that the Company may not redeem shares of public stock to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended), of less than $5,000,001 ( such amendment, the “ Redemption Limitation Amendment ” and such proposal, the “ Redemption Limitation Amendment Proposal ”) .
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
New Providence Acquisition Corp. II entered into Share Transfer Agreements with several holders of the Company’s Class A common stock valued at Sponsor forfeits 1,500,000 Class A and Class B shares; Company issues 1,500,000 Class A shares to Ho (effective 2023-05-10).
- Action
- entry
- Counterparty
- several holders of the Company’s Class A common stock
- Value
- Sponsor forfeits 1,500,000 Class A and Class B shares; Company issues 1,500,000 Class A shares to Ho
- Effective
- 2023-05-10
Exact text from the filing
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 ”), 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 agreed not to redeem an aggregate of 5,000,000 Class A Shares (the “ Non-Redeemed Shares ”). In exchange for the foregoing commitments not to redeem such Non-Redeemed Shares, the Sponsor agreed to forfeit and surrender to the Company for no consideration an aggregate of 1,500,000 Class A Shares and shares of Class B common stock, par value $0.0001 per share (the “ Class B Shares ”) held by the Sponsor, at the closi
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
New Providence Acquisition Corp. II shareholders approved Redemption Limitation Amendment Proposal at the 2023-05-05 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-05-05
Exact text from the filing
The Redemption Limitation Amendment Proposal For Against Abstain 24,623,430 2,433,670 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
New Providence Acquisition Corp. II shareholders approved Auditor Ratification Proposal at the 2023-05-05 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2023-05-05
Exact text from the filing
The Auditor Ratification Proposal For Against Abstain 27,047,624 9,476 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
New Providence Acquisition Corp. II shareholders approved Extension Amendment Proposal at the 2023-05-05 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-05-05
Exact text from the filing
The Extension Amendment Proposal For Against Abstain 24,623,430 2,433,670 0
View on SEC.gov
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