npacii-8k_20211104.htm

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934

NEW PROVIDENCE ACQUISITION CORP. II
(Exact Name Of Registrant As Specified In Its Charter)

Delaware		86-1433401
(State of incorporation or organization)		(I.R.S. Employer Identification No.)

10900 Research Blvd Suite 160C, PMB 1081
Austin, TX		78759
(Address of principal executive offices)		(Zip Code)

Title of each class

Name of each exchange on which

to be so registered

each class is to be registered

Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one redeemable warrant

Class A common stock included as part of the units
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

The Nasdaq Stock Market LLC

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ☐

Securities Act registration statement file number to which this form relates: 333- 253337

The description of the units, each consisting of one share of Class A common stock, $0.0001 par value per share, and one-third of one redeemable warrant, the shares of Class A common stock and warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50, of New Providence Acquisition Corp. II, a Delaware corporation, as set forth under the caption “Description of Securities” in the prospectus forming a part of the Registration Statement on Form S-1, as originally filed with the Securities and Exchange Commission (the “Commission”) on February 22, 2021 (Registration No. 333-253337), including exhibits, and as may be subsequently amended from time to time (the “Registration Statement”), is hereby incorporated by reference. In addition, all of the above-referenced descriptions included in any prospectus relating to the Registration Statement filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, shall be deemed to be incorporated by reference herein.

Pursuant to the Instructions as to Exhibits for Form 8-A, no exhibits are required to be filed, because no other securities of the Registrant are registered on The Nasdaq Global Market, and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

	NEW PROVIDENCE ACQUISITION CORP. II

Date: November 4, 2021	By:	/s/ Gary P. Smith
	Name:	Gary P. Smith
	Title:	Chief Executive Officer