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New Providence Acquisition II(NPAB) - 2024 Q3 - Quarterly Report
2024-12-06 21:58
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].
New Providence Acquisition Corp. II Announces Intention to Liquidate
GlobeNewswire News Room· 2024-11-08 21:13
New York, New York, Nov. 08, 2024 (GLOBE NEWSWIRE) -- New Providence Acquisition Corp. II (Nasdaq: NPAB) (the “Company”) announced today that its board of directors (the “Board”) has determined that the Company will (i) abandon and not implement the proposal to extend the date by which the Company must consummate an initial business combination from November 9, 2024 to November 9, 2025, which proposal was approved by the Company’s stockholders at the special meeting of stockholders held on November 1, 2024, ...
New Providence Acquisition II(NPAB) - 2024 Q1 - Quarterly Report
2024-05-21 20:11
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 Providence Acquisition Corp. II Announces Adjournment of Special Meeting of Stockholders
Newsfilter· 2024-05-07 15:20
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 ...
New Providence Acquisition II(NPAB) - 2023 Q4 - Annual Report
2024-03-29 21:24
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Exact name of registrant as specified in its charter) | Delaware | 001-41023 | 86-1433401 | | --- | --- | --- | | (State or other jurisdiction of | (Commission File Number) | (I.R.S. Employer | | incorporation or organization) | | Identification Number) | 10900 Research Blvd Suite 160C, PMB 1081 Austin, TX 78759 (Address of principal executive offices) (Zip Code) FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF T ...
New Providence Acquisition II(NPAB) - 2023 Q3 - Quarterly Report
2023-11-13 21:55
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41023 NEW PROVIDENCE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) | Delaware | 86-1433401 | ...
New Providence Acquisition II(NPAB) - 2023 Q2 - Quarterly Report
2023-08-21 21:05
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].
New Providence Acquisition II(NPAB) - 2023 Q1 - Quarterly Report
2023-05-15 20:30
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].
New Providence Acquisition II(NPAB) - 2022 Q4 - Annual Report
2023-03-31 21:19
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to NEW PROVIDENCE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Registrant's telephone number, including area code: (561) 231-7070 Not A ...
New Providence Acquisition II(NPAB) - 2022 Q3 - Quarterly Report
2022-11-03 20:00
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41023 NEW PROVIDENCE ACQUISITION CORP. II (Exact name of registrant as specified in its charter) | Delaware | 86-1433401 | ...