Financial Performance - As of September 30, 2024, the company reported a net loss of $356,389 for the nine months ended, with operating costs of $1,330,422 and interest income of $1,197,306 from the Trust Account [203]. - The company had a net loss of $292,612 for the three months ended September 30, 2024, with operating costs of $368,515 and interest income of $84,888 [201]. - For the nine months ended September 30, 2023, the company reported a net income of $2,945,394, with interest income from marketable securities amounting to $5,138,865 [204]. - The company has incurred a net loss of $356,389 for the nine months ended September 30, 2024, despite interest income of $1,197,306 [208]. Initial Public Offering - The company raised gross proceeds of $250 million from its Initial Public Offering of 25,000,000 Units at $10.00 per Unit, along with an additional $12 million from the sale of 8,000,000 Private Placement Warrants at $1.50 each [177]. - The company incurred $14,566,172 in Initial Public Offering related costs, including $5 million in underwriting fees and $8.75 million in deferred underwriting fees [178]. Redemption and Liquidation - Public Stockholders redeemed an aggregate of 19,732,125 Public Shares for approximately $205.48 million at a redemption price of about $10.41 per share during the 2023 Redemptions [190]. - The company expects to redeem all outstanding Public Shares for an estimated redemption price of approximately $10.90 per share after dissolution expenses [197]. - The company announced its intention to dissolve and liquidate on November 8, 2024, raising substantial doubt about its ability to continue as a going concern [219]. - The company announced the abandonment of the proposal to extend the date for consummating an initial business combination from November 9, 2024, to November 9, 2025, and will proceed with dissolution and liquidation [176]. Cash and Assets - As of September 30, 2024, the company had cash and marketable securities in the Trust Account totaling $7,504,714, including approximately $543,000 of interest income [210]. - Cash used in operating activities for the nine months ended September 30, 2023 was $1,625,474, while changes in operating assets and liabilities provided $716,859 of cash [209]. - The company has borrowed a total of $900,000 under the Second Promissory Note, with $400,000 remaining available to borrow as of October 16, 2024 [180]. - The company has outstanding promissory notes totaling $790,000 as of September 30, 2024, with $500,000 drawn under the Second Promissory Note [216]. - The company plans to use funds held outside the Trust Account primarily for liquidation expenses following the announcement of its intention to dissolve [212]. Compliance and Market Value - The company received a deficiency letter from Nasdaq regarding its market value of listed securities (MVLS) falling below the $50 million requirement, but later regained compliance [181][183]. Share Structure - Following the 2024 Founder Share Conversion, the company has 6,932,523 shares of Class A Common Stock and one share of Class B Common Stock outstanding [199]. Interest and Debt - Interest on the Trust Account's deposit account is currently at 4.5% per annum, but this rate is variable and may change significantly [220]. - The company has no long-term debt or off-balance sheet financing arrangements as of September 30, 2024 [221]. - The company has committed to pay its Sponsor up to $20,000 per month for administrative support services [222].

Core Viewpoint - New Providence Acquisition Corp. II has decided to abandon its proposal to extend the deadline for completing a business combination and will proceed with winding up operations and redeeming shares [1] Group 1: Company Actions - The Company will cease all operations except for winding up as soon as practicable [1] - The Company plans to redeem its Class A common stock at a price equal to the amount in the Trust Account, minus certain expenses, which will extinguish public stockholders' rights [1] - Following the redemption, the Company will liquidate the Trust Account funds and dissolve, subject to legal obligations [1] Group 2: Financial Details - The estimated redemption price for the outstanding Public Shares is approximately $10.89 per share after accounting for dissolution expenses [2] - The proceeds from the Trust Account will be held in a trust operating account while awaiting disbursement to Public Shareholders [2] - Record holders of Public Shares must deliver their shares to receive their pro rata portion of the proceeds, while beneficial owners in "street name" will not need to take action [2] Group 3: Company Background - New Providence Acquisition Corp. II is a blank check company incorporated in Delaware, aimed at effecting a business combination with one or more businesses [3]

Financial Performance - For the three months ended March 31, 2024, the company reported a net income of $199,623, primarily from interest earned on marketable securities, offset by operating costs of $399,255 and income tax provision of $145,904[149]. - As of March 31, 2024, the company had marketable securities held in the Trust Account amounting to $57,411,866, which includes approximately $3.7 million of interest income[154]. - The company incurred $14,566,172 in IPO-related costs, including $5 million in underwriting fees and $8.75 million in deferred underwriting fees[137]. IPO and Capital Raising - The company raised gross proceeds of $250 million from its Initial Public Offering (IPO) by issuing 25 million units at $10.00 per unit, along with an additional $12 million from the sale of 8 million Private Placement Warrants at $1.50 each[136]. - Public stockholders redeemed 4,585,351 shares for approximately $49.95 million at a redemption price of about $10.89 per share during the 2024 Redemptions[141]. - The underwriter of the Initial Public Offering is entitled to a deferred fee of $8,750,000, contingent upon completing a business combination[165]. Business Combination Plans - The company plans to use substantially all funds in the Trust Account to complete its Business Combination, with remaining proceeds intended for working capital to finance operations of the target business[155]. - The company expects to continue incurring significant costs in pursuit of its acquisition plans, with no assurance of successful completion of a Business Combination[137]. - The SEC's 2024 SPAC Rules may materially affect the company's ability to negotiate and complete its initial Business Combination, potentially increasing costs and time[138]. - The company has until November 9, 2024, to complete the proposed Business Combination, raising substantial doubt about its ability to continue as a going concern for at least one year[162]. Financial Position and Liabilities - As of March 31, 2024, the company had cash held outside the Trust Account of $55,287, primarily for identifying and evaluating target businesses[157]. - The company has outstanding Promissory Notes totaling $590,000 as of March 31, 2024, with provisions for repayment upon the consummation of the initial Business Combination[160]. - There are no off-balance sheet financing arrangements or long-term liabilities, except for an Administrative Support Agreement costing up to $20,000 per month[164]. - The company may need to raise additional capital through loans or investments, with uncertainty about obtaining financing on commercially acceptable terms[162]. Accounting and Reporting - The company has not identified any critical accounting estimates as of the end of the reporting period[169]. - The adoption of ASU 2016-13 on January 1, 2023, did not have a material impact on the financial statements[170]. - Management does not believe that the adoption of ASU 2023-09 will materially impact the financial statements[171]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[173]. Shareholder Agreements - Share transfer agreements were made to prevent the redemption of 5,000,000 shares of Class A Common Stock, with the Sponsor forfeiting 1,500,000 shares[166].

New York, New York, May 07, 2024 (GLOBE NEWSWIRE) -- New Providence Acquisition Corp. II (NASDAQ:NPAB) (the "Company") announced today that the special meeting in lieu of an annual meeting of stockholders originally scheduled for May 7, 2024 (the "Special Meeting") has been adjourned to May 9, 2024 at 10:00 a.m. Eastern Time. The Special Meeting has been called for the purposes of considering and voting upon (i) a proposal to amend the Company's Amended and Restated Articles of Incorporation, as amended, to ...

Business Combination Strategy - The company aims to acquire a business in the consumer sector that can benefit from the management team's expertise and generate attractive risk-adjusted returns for stockholders[36]. - The acquisition strategy includes targeting companies with strong revenue and earnings growth potential, barriers to competition, and the ability to generate stable free cash flow[43]. - The management team plans to leverage extensive networks to identify business combination opportunities and intends to conduct thorough due diligence on potential targets[39][42]. - The company anticipates sourcing target business candidates from various unaffiliated sources, including investment bankers[61]. - The company offers target businesses an alternative to traditional IPOs, providing greater access to capital and management incentives[52]. - The management team has expertise in identifying and integrating synergistic businesses to strengthen financial profiles[54]. - The company intends to focus on a single industry for its initial business combination, which may limit diversification and increase risk[71]. - The company may pursue business combinations with financially unstable entities, which could result in volatile revenues and challenges in retaining key personnel[190]. Financial Position and Redemption Rights - Following the extension, holders of 19,732,125 shares of Class A common stock redeemed their shares for cash at a price of $10.41 per share, totaling approximately $205,478,750[29]. - The company has $48,231,202 available for an initial business combination after paying $8,750,000 in deferred underwriting fees[57]. - Public stockholders will have the opportunity to redeem shares at approximately $10.20 per share upon completion of the initial business combination[81]. - If the cash required for redemptions exceeds available cash, the initial business combination will not be completed[89]. - The company has a restriction on stockholders seeking redemption rights for more than 15% of shares sold in the initial public offering, aimed at preventing large block accumulations that could disrupt business combinations[91]. - If the initial business combination is not completed within 30 months from the IPO closing, the company will redeem public shares at a per-share price equal to the aggregate amount in the trust account, estimated at approximately $10.20 per share[98][102]. - The company intends to redeem public shares at a per-share price equal to the aggregate amount in the trust account, which is expected to be $10.20 per share, subject to certain conditions[112]. - If the initial business combination is not completed, public stockholders may receive approximately $10.20 per share upon liquidation of the trust account[196]. Management and Governance - The management team has a proven track record in identifying undervalued companies and maximizing their operating results, with experience from New Providence Acquisition Corp. which completed a business combination with AST on April 6, 2021[27]. - The management team intends to implement strategies to enhance stockholder value post-acquisition, including evaluating corporate governance and accessing capital markets[44]. - The company is not prohibited from pursuing business combinations with affiliated entities, but will seek independent opinions to ensure fairness to stockholders[45]. - The initial stockholders and management have agreed to vote in favor of the initial business combination, which may facilitate its approval[88]. - The company may complete its initial business combination without public stockholder approval, as it has the discretion to decide whether to seek such approval[131]. - Initial stockholders own shares representing 54.3% of the outstanding common stock, which increases the likelihood of receiving requisite stockholder approval for the initial business combination[133]. Risks and Uncertainties - The time and costs associated with selecting and evaluating a target business are uncertain, which may lead to losses if a business combination is not completed[69]. - There is a limited ability to evaluate the target's management team, and future management may lack necessary skills for operating a public company[72]. - The company may face challenges in completing a desirable business combination due to the potential for public stockholders to exercise redemption rights, which could limit available cash[138]. - If too many public stockholders redeem their shares, the company may not meet closing conditions for a business combination, making it difficult to proceed[136]. - The company may not be able to complete its initial business combination within the required timeframe, leading to liquidation and potential losses for public stockholders[142]. - The company may face significant competition from other entities with similar business objectives, which could hinder its ability to complete an initial business combination[155]. - The company does not have employment agreements or key-man insurance for its executive officers and directors, which could pose risks if they leave[199]. - The company may face conflicts of interest as officers and directors are involved with other entities engaged in similar business activities[204]. Regulatory and Compliance Issues - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements, which may affect the attractiveness of its securities to investors[121]. - The company is required to evaluate its internal control procedures for the fiscal year ending December 31, 2023, as mandated by the Sarbanes-Oxley Act[120]. - The SEC's 2024 SPAC Rules impose additional disclosure requirements and could materially affect the ability to negotiate and complete initial business combinations[172]. - The company does not plan to comply with certain procedures under Delaware law, which may expose stockholders to potential liabilities[174]. Financial Projections and Future Plans - The company may seek additional financing to complete its initial business combination, targeting businesses larger than what can be acquired with current proceeds[60]. - The company may incur substantial debt to complete the initial business combination, which could adversely affect its financial condition and stockholder value[213]. - The company may issue additional shares of common or preferred stock, which could significantly dilute existing investors' equity interests[195]. - The company may face challenges in completing multiple business combinations simultaneously, which could increase costs and operational risks[217].

Financial Performance - The company had a net income of $225,699 for the three months ended September 30, 2023, consisting of interest earned on marketable securities of $722,208, offset by operating costs of $355,345 and income taxes of $141,164 [123]. - For the nine months ended September 30, 2023, the company reported a net income of $2,945,394, driven by interest income of $5,138,865, with operating costs of $1,145,809 and income taxes of $1,047,662 [126]. - Cash used in operating activities for the nine months ended September 30, 2023 was $1,625,474, with net income of $2,945,394 affected by interest income and deferred tax provision [128]. Marketable Securities - As of September 30, 2023, the company held marketable securities in the trust account amounting to $56,230,525, including approximately $2,498,200 of interest income [130]. - The company has withdrawn an aggregate of $205,478,750 from the trust account for redemptions and $2,006,285 of interest earned for tax obligations [130]. Costs and Expenses - The company incurred $14,566,172 in initial public offering related costs, including $5,000,000 in underwriting fees and $8,750,000 in deferred underwriting fees [121]. - The company expects to incur significant costs in pursuing acquisition plans and cannot assure the success of completing a business combination [121]. Cash Position - The company has a total of $257,474 in cash held outside the trust account as of September 30, 2023, intended for identifying and evaluating target businesses [132]. - The company issued an unsecured promissory note of $300,000 to the Sponsor, with $200,000 outstanding as of September 30, 2023 [133]. Business Combination and Going Concern - The company has until May 9, 2024, to consummate the proposed business combination, raising substantial doubt about its ability to continue as a going concern [136].

Financial Performance - For the three months ended June 30, 2023, the company reported a net income of $808,809, driven by interest earned on marketable securities of $1,697,318, offset by operating costs of $464,598 and a provision for income taxes of $325,210 [124]. - For the six months ended June 30, 2023, the company achieved a net income of $2,719,695, with interest income from marketable securities totaling $4,416,657, while incurring operating costs of $790,464 and a provision for income taxes of $906,498 [127]. Marketable Securities - As of June 30, 2023, the company held marketable securities in the trust account amounting to $55,508,317, which includes approximately $1,775,992 of interest income [131]. - The company has withdrawn an aggregate of $205,478,750 from the trust account for redemptions and $2,006,285 of interest earned to pay tax obligations [131]. - The company intends to use substantially all funds in the trust account to complete its business combination and any remaining proceeds for working capital [132]. Operating Costs and Cash Flow - The company incurred $14,566,172 in initial public offering related costs, including $5,000,000 in underwriting fees and $8,750,000 in deferred underwriting fees [122]. - Cash used in operating activities for the six months ended June 30, 2023, was $1,489,010, with changes in operating assets and liabilities providing $356,814 of cash [129]. - The company does not have any long-term debt or off-balance sheet financing arrangements as of June 30, 2023 [136]. Going Concern and Capital Needs - The company has until May 9, 2024, to consummate the proposed business combination, raising substantial doubt about its ability to continue as a going concern for at least one year from the date of the financial statements [135]. - The company may need to raise additional capital through loans or investments from its Sponsor or other parties, with no assurance that new financing will be available on commercially acceptable terms [135].

Financial Performance - The company had a net income of $1,910,886 for the three months ended March 31, 2023, compared to a net loss of $321,301 for the same period in 2022[120][121]. - Cash used in operating activities for the three months ended March 31, 2023, was $423,114, compared to $201,336 for the same period in 2022[122][123]. - The company generated non-operating income from interest on marketable securities held in the trust account, amounting to $2,719,339 for the three months ended March 31, 2023[120]. Marketable Securities and Trust Account - As of March 31, 2023, the company held marketable securities in the trust account amounting to $260,471,785, including approximately $5,471,785 of interest income[124]. - The company intends to use substantially all funds in the trust account to complete its business combination, with remaining proceeds allocated for working capital[125]. Initial Public Offering Costs - The company incurred $14,566,172 in initial public offering related costs, including $5,000,000 of underwriting fees and $8,750,000 of deferred underwriting fees[117]. Business Combination and Going Concern - The company has until May 9, 2024, to consummate the proposed business combination, raising concerns about its ability to continue as a going concern[128]. - The company may need to raise additional capital through loans or investments from its Sponsor or other parties to fund working capital deficiencies[128]. Cash Management - The company plans to use cash held outside the trust account, amounting to $176,499, primarily for identifying and evaluating target businesses[126]. - The company has no long-term debt or off-balance sheet financing arrangements as of March 31, 2023[129][130].

Fundraising and Financial Resources - The company raised $250 million in gross proceeds, compared to the $300 million sought by New Providence Acquisition Corp. III (NPA III) [25] - The company has $246,250,000 available for initial business combinations after accounting for estimated IPO expenses and deferred underwriting fees [51] - The company expects to fund costs associated with dissolution from approximately $339,663 held outside the trust account as of December 31, 2022 [93] - As of December 31, 2022, the company had approximately $339,663 in cash held outside of the trust account, raising substantial doubt about its ability to continue as a going concern [119] - The company may need to rely on loans from its sponsor or management team if net proceeds from the initial public offering are insufficient [151] - The company may incur substantial debt to complete its initial business combination, which could adversely affect its leverage and financial condition [213] - The company has $255,000,000 available from the net proceeds of its initial public offering and the sale of private placement warrants to complete its initial business combination and cover related fees [215] Business Combination Strategy - The company intends to pursue business combination targets in the consumer sector, leveraging management's extensive experience and relationships [31] - The acquisition strategy focuses on companies with strong revenue and earnings growth potential, aiming for attractive risk-adjusted returns for stockholders [38] - The company aims to enhance stockholder value through strategic acquisitions and divestitures after the initial business combination [39] - The management team will utilize their networks to identify and evaluate business combination opportunities post-initial public offering [34] - The company aims to utilize M&A as a strategic tool to enhance financial profiles and competitive positioning, focusing on synergistic and margin-enhancing businesses [48] - The company plans to complete its initial business combination with a target business that has a fair market value of at least 80% of the assets held in the trust account [59] - The company intends to focus its search for an initial business combination in a single industry, which may limit diversification and increase risk [65] - The company may pursue combinations with financially unstable businesses, which could lead to volatile revenues and difficulties in retaining key personnel [186] Due Diligence and Evaluation - The company plans to conduct thorough due diligence, including financial data reviews and management meetings, before any business combination [37] - The company plans to conduct thorough due diligence, including meetings with management, document reviews, and customer interviews [62] - The company may face challenges in completing its initial business combination if the target does not meet its general criteria and guidelines, potentially leading to stockholder redemption rights being exercised [183] - There is a limited ability to evaluate the target's management team, and future management may lack necessary skills for managing a public company [66] - The company may enter into an initial business combination with a target that does not meet its established criteria and guidelines, potentially leading to unfavorable outcomes [182] Stockholder Rights and Redemption - Public stockholders will have the opportunity to redeem shares at approximately $10.20 per share upon completion of the initial business combination [75] - The redemption process will comply with SEC regulations, and the offer will remain open for at least 20 business days [79] - A majority of outstanding shares must vote in favor of the initial business combination for it to be approved, requiring at least 37.5% of public shares to support the transaction [81] - The company will not redeem public shares if it would cause net tangible assets to fall below $5,000,001 upon the initial business combination [82] - Public stockholders are restricted from seeking redemption rights for more than 15% of shares sold in the initial public offering, referred to as "Excess Shares" [83] - The redemption process requires public stockholders to tender their certificates or deliver shares electronically, with a nominal cost of approximately $80.00 for the tendering process [84][85] - If the initial business combination is not completed within 18 months from the IPO closing, the company will redeem public shares at a per-share price based on the trust account balance, estimated at approximately $10.20 [90][94] - The company intends to redeem public shares promptly after the 18-month period, which may expose stockholders to liability for claims against the company [101] Conflicts of Interest - The company does not prohibit pursuing business combinations with affiliates of its sponsor, officers, or directors, but will seek independent valuation opinions in such cases [40] - Conflicts of interest may arise due to the management team's obligations to other entities, but the company believes this will not materially affect its ability to complete a business combination [43] - The company may face conflicts of interest due to its officers and directors being affiliated with other entities engaged in similar business activities [202] - The company may pursue a business combination with a target business that has relationships with entities affiliated with its sponsor, officers, or directors, potentially raising conflicts of interest [207] - The company has not adopted a policy that expressly prohibits its directors, officers, or affiliates from having financial interests in transactions it may pursue [206] Regulatory and Compliance Issues - The company is classified as an "emerging growth company," allowing it to take advantage of reduced reporting requirements and delay compliance with certain accounting standards [111][112] - The company will remain an emerging growth company until it meets specific revenue or market value thresholds, including total annual gross revenue of at least $1.07 billion or a market value exceeding $700 million [113] - The company is also classified as a "smaller reporting company," which allows for reduced disclosure obligations, including providing only two years of audited financial statements [114][115] - The company is exempt from certain SEC rules protecting investors in blank check companies due to having net tangible assets exceeding $5 million [144] - If the company is deemed an investment company under the Investment Company Act, it may face burdensome compliance requirements that could hinder the completion of the initial business combination [162] - Changes in laws or regulations could adversely affect the company's ability to negotiate and complete the initial business combination [165] Risks and Challenges - An investment in the company's securities involves a high degree of risk, which could materially affect its business and financial condition [116] - The company must complete its initial business combination within 18 months from the closing of its initial public offering, or it will cease operations and redeem public shares [134] - The company may face challenges in completing a business combination due to the impact of COVID-19 on financial markets and operational capabilities [130] - If too many public stockholders exercise their redemption rights, the company may not meet minimum net worth requirements for a business combination [125] - The company may face significant negative effects on financial condition and stock price due to potential write-downs or restructuring charges after the initial business combination [154] - If third parties bring claims, the proceeds in the trust account could be reduced, impacting the per-share redemption amount [155] - The trust account funds are invested only in U.S. government treasury obligations or money market funds, which may yield negative interest rates, potentially reducing the redemption amount below $10.20 per share [159] - The company may face challenges in completing its initial business combination due to limited resources and significant competition, potentially resulting in public stockholders receiving only approximately $10.20 per share upon liquidation [147] Governance and Management - The management team has a proven track record, having previously completed a business combination with AST & Science LLC on April 6, 2021 [26] - The management team intends to actively engage in corporate governance, including monthly or quarterly board meetings and evaluating incumbent management [46] - The management team will assemble industry and financial experts for each potential transaction to optimize stockholder value growth [41] - The management team has developed strong relationships with former successful company managers and advisors to assist in governance and operational improvements [48] - The management team will seek to align management incentives with stockholder interests and establish measurable key performance metrics [48] Shareholder Approval and Voting - The company requires at least 9,375,001 (37.5%) of the 25,000,000 public shares to be voted in favor of an initial business combination for approval [122] - The company’s sponsor and initial stockholders have agreed to vote in favor of the initial business combination, which may facilitate approval [81] - The company may not hold an annual meeting of stockholders until after the consummation of its initial business combination, potentially delaying director elections [170] - Holders of Class A common stock will not have voting rights on director elections prior to the initial business combination [171] - The company may not complete the initial business combination if the cash consideration required exceeds the available cash, leading to a search for an alternate business combination [222] Miscellaneous - The company may engage its underwriter for additional services post-initial public offering, which could lead to potential conflicts of interest [145] - The company may not be able to effectuate its initial business combination with more than one target business due to complex accounting issues [217] - The company may attempt to complete its initial business combination with a private company, which may result in limited information and potential profitability issues [219] - The company may structure its initial business combination such that it does not maintain 100% control of the target business post-transaction [221] - The company’s amended and restated certificate of incorporation allows for the issuance of up to 400 million shares of Class A common stock, which could dilute existing stockholder interests [189] - Additional shares may be issued to complete business combinations or under employee incentive plans, potentially diluting equity interests and affecting market prices [191] - The company may incur substantial costs in investigating target businesses, which would not be recoverable if a business combination is not completed [193] - The success of the initial business combination is heavily dependent on key personnel, whose departure could negatively impact operations and profitability [194]

Financial Performance - For the three months ended September 30, 2022, the company reported a net income of $746,857, driven by interest income of $1,093,144 and an unrealized gain of $140,071 on marketable securities[114]. - For the nine months ended September 30, 2022, the company had a net income of $289,012, with total interest income of $1,406,598[115]. - Cash used in operating activities for the nine months ended September 30, 2022, was $549,756, with net income affected by an unrealized gain of $57,371[117]. Initial Public Offering - The company completed its initial public offering on November 9, 2021, raising gross proceeds of $250 million from the sale of 25 million units at $10.00 per unit[111]. - The company incurred $14,566,172 in costs related to the initial public offering, including $5 million in underwriting fees and $8.75 million in deferred underwriting fees[112]. Trust Account and Cash Management - As of September 30, 2022, the company had marketable securities in the trust account totaling $256,456,862, which includes approximately $1,406,598 of interest income[119]. - The company intends to use substantially all funds in the trust account to complete its business combination, with remaining proceeds allocated for working capital[120]. - As of September 30, 2022, the company held $531,769 in cash outside the trust account, intended for evaluating target businesses and due diligence[121]. - The company has no long-term debt or off-balance sheet financing arrangements as of September 30, 2022[125]. Business Combination Concerns - The company has until May 9, 2023, to complete its proposed business combination, raising concerns about its ability to continue as a going concern[124].