SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT
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Item 8.01. Other Events.
On December 27, 2021, New Providence Acquisition Corp. II (the “Company”) announced that the holders of the Company’s units (the “Units”) may elect to separately trade the shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and warrants (the “Warrants”) included in the Units commencing on December 27, 2021. Each Unit consists of one share of Class A Common Stock and one-third of one Warrant to purchase one share of Class A Common Stock. Any Units not separated will continue to trade on the Nasdaq Global Market (the “Nasdaq”) under the symbol “NAPBU.” Any underlying shares of Class A Common Stock and Warrants that are separated are expected to trade on the Nasdaq under the symbols “NPAB” and “NPABW,” respectively. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the holders’ Units into shares of Class A Common Stock and Warrants.
A copy of the press release issued by the Company announcing the separate trading of the securities underlying the Units is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
Exhibits |
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| 99.1 | Press Release, dated December 27, 2021 | |
| 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.
| Date: December 27, 2021 | NEW PROVIDENCE ACQUISITION CORP. II | |
| By: | /s/ James Bradley | |
| Name: | James Bradley | |
| Title: | Chief Financial Officer | |
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Exhibit 99.1
New Providence Acquisition Corp. II Announces the Separate Trading of its Shares of
Class A Common Stock and Warrants Commencing December 27, 2021
Austin, Texas, December 27, 2021 -- New Providence Acquisition Corp. II (Nasdaq: NPABU) (the “Company”) announced that, commencing December 27, 2021, holders of the units sold in the Company’s initial public offering of 25,000,000 units (which includes 2,500,000 units sold in connection with the partial exercise of the underwriter’s over-allotment option), completed on November 9, 2021, may elect to separately trade the shares of Class A common stock and warrants included in the units. Those units not separated will continue to trade on the Nasdaq Global Market (“Nasdaq”) under the symbol “NPABU,” and the shares of Class A common stock and warrants that are separated will trade on Nasdaq under the symbols “NPAB” and “NPABW,” respectively. Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into shares of Class A common stock and warrants.
The units were initially offered by the Company in an underwritten offering. Deutsche Bank Securities Inc. acted as the sole book running manager and sole underwriter for the offering. The registration statements relating to the units and the underlying securities were declared effective by the Securities and Exchange Commission (the “SEC”) on November 4, 2021.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities of the Company, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The offering was made only by means of a prospectus, copies of which may be obtained by contacting Deutsche Bank Securities Inc., Attention: Prospectus Group, 1 Columbus Circle, New York, NY 10019; Telephone: (800) 503-4611; E-mail: prospectus.CPDG@db.com.
About New Providence Acquisition Corp. II
The Company is a newly organized blank check company incorporated in Delaware for the purpose of effecting a merger, capital stock exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Company has not yet selected any specific business combination target.
Contact
Please send inquiries to info@npa-corp.com.
Forward-Looking Statements
This press release may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus relating to the Company’s initial public offering filed with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.