[PART I – FINANCIAL INFORMATION](index=8&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=8&type=section&id=Item%201.%20Financial%20Statements.) This section presents the unaudited condensed financial statements for the period ended September 30, 2024, including the balance sheet, statements of operations, changes in stockholders' deficit, and cash flows [Condensed Balance Sheets](index=8&type=section&id=Condensed%20Balance%20Sheets) | Metric | Sep 30, 2024 (Unaudited) | Dec 31, 2023 (Audited) | | :--- | :--- | :--- | | **Total Assets** | **$7,540,257** | **$57,051,149** | | Cash and marketable securities held in Trust Account | $7,504,714 | $56,981,202 | | **Total Liabilities** | **$13,895,166** | **$12,600,595** | | Deferred underwriting payable | $8,750,000 | $8,750,000 | | **Total Stockholders' Deficit** | **($13,855,449)** | **($12,171,136)** | - The significant decrease in assets, particularly cash in the Trust Account, is primarily due to substantial redemptions of Class A Common Stock during 2024[19](index=19&type=chunk)[64](index=64&type=chunk) [Condensed Statements of Operations](index=9&type=section&id=Condensed%20Statements%20of%20Operations) | Period | For the Three Months Ended Sep 30 | For the Nine Months Ended Sep 30 | | :--- | :--- | :--- | | **2024** | | | | Interest Income | $84,888 | $1,197,306 | | Net Loss | **($292,612)** | **($356,389)** | | **2023** | | | | Interest Income | $722,208 | $5,138,865 | | Net Income | **$225,699** | **$2,945,394** | - The company shifted from a net income position in 2023 to a net loss in 2024, primarily driven by a significant reduction in interest earned on the Trust Account following large-scale shareholder redemptions[23](index=23&type=chunk) [Condensed Statements of Changes in Stockholders' Deficit](index=10&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Stockholders'%20Deficit) - The total stockholders' deficit increased from **($12,171,136)** at the beginning of 2024 to **($13,855,449)** as of September 30, 2024. This change was driven by the net loss for the period and remeasurements of Class A Common Stock to its redemption value[25](index=25&type=chunk) - During the nine months ended September 30, 2024, an aggregate of **3,249,999 shares** of Class B Common Stock were converted into an equal number of Class A Common Stock[25](index=25&type=chunk)[68](index=68&type=chunk) [Condensed Statements of Cash Flows](index=12&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) | Cash Flow Activity (Nine Months Ended Sep 30, 2024) | Amount | | :--- | :--- | | Net cash used in operating activities | ($1,277,682) | | Net cash provided by investing activities | $50,673,794 | | Net cash used in financing activities | ($49,449,579) | - Cash flows from investing and financing activities were dominated by the withdrawal of **$49.95 million** from the Trust Account to fund the redemption of Common Stock[31](index=31&type=chunk) [Notes to Condensed Financial Statements (Unaudited)](index=13&type=section&id=Notes%20to%20Condensed%20Financial%20Statements%20(Unaudited)) - On November 8, 2024, the company's board decided to dissolve and liquidate, abandoning plans to extend its business combination deadline. The redemption of public shares occurred on November 26, 2024[34](index=34&type=chunk)[65](index=65&type=chunk) - Management has determined there is substantial doubt about the Company's ability to continue as a going concern due to its lack of liquidity and impending dissolution[74](index=74&type=chunk) - The company recorded an aggregate **1% Excise Tax liability of $2,554,283** as of September 30, 2024, related to shareholder redemptions that occurred in 2023 and 2024[77](index=77&type=chunk) - As of September 30, 2024, the company had **$790,000** outstanding under promissory notes from its Sponsor to fund operations[140](index=140&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=37&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) Management discusses the company's history as a blank check company, its financial performance, and its liquidity position [Results of Operations](index=41&type=section&id=Results%20of%20Operations) - The company has not engaged in any operations or generated any revenues to date. Its activities have been limited to organizational tasks, preparing for the IPO, and identifying a target for a Business Combination[200](index=200&type=chunk) | Period | Net (Loss) / Income | Key Drivers | | :--- | :--- | :--- | | **Q3 2024** | ($292,612) | Operating costs of $368,515 offset by interest income of $84,888 | | **Q3 2023** | $225,699 | Interest income of $722,208 offset by operating costs of $355,345 | | **Nine Months 2024** | ($356,389) | Operating costs of $1,330,422 offset by interest income of $1,197,306 | | **Nine Months 2023** | $2,945,394 | Interest income of $5,138,865 offset by operating costs of $1,145,809 | [Liquidity, Capital Resources and Going Concern](index=43&type=section&id=Liquidity,%20Capital%20Resources%20and%20Going%20Concern) - As of September 30, 2024, the company had only **$3,400** in cash held outside the Trust Account for operational needs, with **$7.5 million** remaining in the Trust Account[210](index=210&type=chunk)[212](index=212&type=chunk) - The company has relied on promissory notes from its Sponsor for working capital. As of September 30, 2024, **$790,000** was outstanding, and the notes were subsequently fully drawn down in October 2024[215](index=215&type=chunk)[216](index=216&type=chunk) - Management has concluded that the company's lack of liquidity and impending dissolution and liquidation raise substantial doubt about its ability to continue as a going concern[219](index=219&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=46&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk.) As a smaller reporting company, New Providence Acquisition Corp. II is not required to provide the information for this item - The company is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information otherwise required under this Item[232](index=232&type=chunk) [Controls and Procedures](index=46&type=section&id=Item%204.%20Controls%20and%20Procedures.) Management's evaluation concluded that the company's disclosure controls and procedures were not effective as of September 30, 2024 - Management concluded that disclosure controls and procedures were not effective as of September 30, 2024[236](index=236&type=chunk) - The ineffectiveness is attributed to material weaknesses related to (i) properly recording and accruing expenses and (ii) safeguarding Trust Account assets and monitoring the use of its funds[236](index=236&type=chunk) - Remediation efforts include enhancing processes and making greater use of third-party professionals to consult on complex accounting applications[237](index=237&type=chunk) [PART II – OTHER INFORMATION](index=48&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) [Legal Proceedings](index=48&type=section&id=Item%201.%20Legal%20Proceedings.) The company reports that there is no material litigation currently pending or contemplated against it, its officers, or its directors - To the knowledge of management, there is no material litigation currently pending or contemplated against the company[242](index=242&type=chunk) [Risk Factors](index=48&type=section&id=Item%201A.%20Risk%20Factors.) This section highlights significant risks, primarily the impending suspension and potential delisting of the company's securities from Nasdaq for failing to complete a business combination by the November 4, 2024 deadline - The company faces suspension and potential delisting from Nasdaq because it failed to consummate its initial Business Combination by the 36-month deadline of November 4, 2024[244](index=244&type=chunk)[245](index=245&type=chunk) - Significant shareholder redemptions in 2023 and 2024 have reduced the Trust Account balance to approximately **$7.5 million**, which limits the company's ability to complete an optimal business combination[251](index=251&type=chunk)[253](index=253&type=chunk)[254](index=254&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=49&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds.) The company reports no unregistered sales of securities during the quarter but discloses the July 2024 conversion of 3,249,999 Class B shares into Class A shares - On July 29, 2024, the company issued **3,249,999 shares** of Class A Common Stock upon the conversion of an equal number of Class B shares held by Founder Share Holders in an unregistered transaction[255](index=255&type=chunk) - In April 2024, the company liquidated the investments held in its Trust Account and moved the funds into an interest-bearing demand deposit account to mitigate risks of being viewed as an unregistered investment company[258](index=258&type=chunk) [Defaults Upon Senior Securities](index=51&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities.) The company reports no defaults upon senior securities - None[262](index=262&type=chunk) [Mine Safety Disclosures](index=51&type=section&id=Item%204.%20Mine%20Safety%20Disclosures.) This item is not applicable to the company - Not applicable[264](index=264&type=chunk) [Other Information](index=51&type=section&id=Item%205.%20Other%20Information.) This section confirms that no directors or officers engaged in Rule 10b5-1 trading arrangements during the quarter - The Second Promissory Note was amended to increase the available principal from **$400,000** to **$900,000**. The full amount was drawn by October 16, 2024[268](index=268&type=chunk) - No directors or officers adopted or terminated any Rule 10b5-1 trading arrangements during the third quarter of 2024[266](index=266&type=chunk) [Exhibits](index=52&type=section&id=Item%206.%20Exhibits.) This section lists the exhibits filed as part of the Form 10-Q, which include certifications from the principal executive and financial officer as required by the Sarbanes-Oxley Act of 2002 - The report includes officer certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002[271](index=271&type=chunk) - Inline XBRL Instance, Schema, Calculation, Definition, Label, and Presentation documents are filed with this report[271](index=271&type=chunk)

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 June 30, 2024 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 (State or o ...

PART I – FINANCIAL INFORMATION [Item 1. Financial Statements](index=7&type=section&id=Item%201.%20Financial%20Statements.) Presents unaudited condensed financial statements for New Providence Acquisition Corp. II, including balance sheets, operations, equity, cash flows, and detailed notes [Condensed Balance Sheets](index=7&type=section&id=Condensed%20Balance%20Sheets) | Metric | March 31, 2024 (Unaudited) | December 31, 2023 | | :----------------------------------------- | :------------------------- | :---------------- | | Cash | $55,287 | $56,867 | | Marketable securities held in Trust Account| $57,411,866 | $56,981,202 | | Total Assets | $57,547,645 | $57,051,149 | | Total Current Liabilities | $4,147,468 | $3,850,595 | | Promissory Notes - related party | $590,000 | $290,000 | | Class A Common Stock subject to redemption | $57,164,965 | $56,621,690 | | Total Stockholders' Deficit | $(12,514,788) | $(12,171,136) | [Condensed Statements of Operations](index=8&type=section&id=Condensed%20Statements%20of%20Operations) | Metric | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :------------------------------------------------ | :-------------------------------- | :-------------------------------- | | Operating costs | $399,255 | $325,866 | | Interest earned on marketable securities | $744,782 | $2,719,339 | | Unrealized gain on marketable securities | $0 | $98,701 | | Net income | $199,623 | $1,910,886 | | Basic and diluted net income per share, Redeemable Class A Common Stock | $0.02 | $0.06 | [Condensed Statements of Changes in Stockholders' Deficit](index=8&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Stockholders%27%20Deficit) | Metric | January 1, 2024 | March 31, 2024 | | :------------------------------------------------ | :-------------- | :------------- | | Balance – Total Stockholders' Deficit | $(12,171,136) | $(12,171,136) | | Remeasurement of Class A Common Stock to Redemption Value | $(543,275) | $(543,275) | | Net income | — | $199,623 | | Balance – Total Stockholders' Deficit | — | $(12,514,788) | [Condensed Statements of Cash Flows](index=10&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) | Metric | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :-------------------------------------- | :-------------------------------- | :-------------------------------- | | Net cash used in operating activities | $(615,698) | $(423,114) | | Net cash provided by investing activities | $314,118 | $259,950 | | Net cash provided by financing activities | $300,000 | $0 | | Net Change in Cash | $(1,580) | $(163,164) | | Cash – End of period | $55,287 | $176,499 | [Notes to Unaudited Condensed Financial Statements](index=11&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) The notes provide detailed explanations for the financial statements, covering the company's nature as a blank check company, its IPO and Private Placement, significant accounting policies, related party transactions, commitments, and subsequent events including the liquidation of Trust Account investments and further extension of the Business Combination period [NOTE 1. Description of Organization, Business Operations, Liquidity, and Risks and Uncertainties](index=11&type=section&id=NOTE%201.%20DESCRIPTION%20OF%20ORGANIZATION%2C%20BUSINESS%20OPERATIONS%2C%20LIQUIDITY%2C%20AND%20RISKS%20AND%20UNCERTAINTIES) - The Company is a blank check company formed to effectuate a Business Combination, having completed its Initial Public Offering (IPO) on November 9, 2021, raising **$250,000,000**[20](index=20&type=chunk)[22](index=22&type=chunk)[23](index=23&type=chunk) - Following the IPO, **$255,000,000** from the IPO and Private Placement proceeds was placed in a Trust Account, primarily for a Business Combination or stockholder redemptions[26](index=26&type=chunk) - Public Stockholders have the right to redeem their shares for a pro rata portion of the Trust Account, which was **$10.85 per share** as of March 31, 2024[28](index=28&type=chunk)[35](index=35&type=chunk) - The Combination Period was extended to May 9, 2024, and further to November 9, 2024, with significant redemptions occurring in 2023 (**$205.5 million**) and 2024 (**$49.95 million**)[32](index=32&type=chunk)[37](index=37&type=chunk)[113](index=113&type=chunk)[114](index=114&type=chunk) - As of March 31, 2024, the Company had a working capital deficit of **$4,011,689** and faces substantial doubt about its ability to continue as a going concern if a Business Combination is not consummated by November 9, 2024[41](index=41&type=chunk)[43](index=43&type=chunk) - The Inflation Reduction Act of 2022 introduced a **1% excise tax** on stock repurchases, resulting in a **$2,054,788 liability** for the 2023 Redemptions[45](index=45&type=chunk)[47](index=47&type=chunk) [NOTE 2. Summary of Significant Accounting Policies](index=15&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) - The financial statements are prepared in accordance with GAAP for interim financial information, with certain disclosures condensed or omitted per SEC rules[49](index=49&type=chunk) - The Company is an 'emerging growth company' and has elected not to opt out of the extended transition period for new accounting standards, which may affect comparability[51](index=51&type=chunk)[52](index=52&type=chunk) - Marketable securities held in the Trust Account are classified as trading securities and measured at fair value (**Level 1 hierarchy**), with gains/losses included in interest income[56](index=56&type=chunk)[109](index=109&type=chunk) - Class A Common Stock subject to possible redemption is classified as temporary equity and presented at redemption value, with changes recognized immediately[57](index=57&type=chunk)[58](index=58&type=chunk) - The effective tax rate was **42.23%** for Q1 2024, differing from the **21% statutory rate** primarily due to a full valuation allowance on deferred tax assets[61](index=61&type=chunk) - Warrants are equity-classified based on specific terms and applicable guidance, as they meet the requirements for equity accounting treatment[70](index=70&type=chunk) [NOTE 3. Initial Public Offering](index=20&type=section&id=NOTE%203.%20INITIAL%20PUBLIC%20OFFERING) - The Company sold **25,000,000 Units** in its Initial Public Offering at **$10.00 per Unit**, generating gross proceeds of **$250,000,000**[76](index=76&type=chunk) - Each Unit consisted of one Public Share and one-third of one Public Warrant, with each Public Warrant exercisable at **$11.50 per whole share**[76](index=76&type=chunk) [NOTE 4. Private Placement](index=20&type=section&id=NOTE%204.%20PRIVATE%20PLACEMENT) - Simultaneously with the IPO, the Sponsor purchased **8,000,000 Private Placement Warrants** at **$1.50 each**, generating **$12,000,000**[77](index=77&type=chunk) - Proceeds from the Private Placement were added to the Trust Account, and these warrants will expire worthless if a Business Combination is not completed[77](index=77&type=chunk) [NOTE 5. Related Party Transactions](index=20&type=section&id=NOTE%205.%20RELATED%20PARTY%20TRANSACTIONS) - The Sponsor initially purchased **5,750,000 Founder Shares** for **$25,000**, with some transferred to directors[78](index=78&type=chunk) - The Company pays the Sponsor up to **$20,000 per month** for administrative support services[83](index=83&type=chunk) - The Company issued two unsecured, non-interest-bearing Promissory Notes to the Sponsor, totaling **$590,000 outstanding** as of March 31, 2024[85](index=85&type=chunk)[86](index=86&type=chunk)[87](index=87&type=chunk) [NOTE 6. Commitments and Contingencies

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, 2023 ☐ 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) | --- | --- | --- | |-----------------------------------------|--------- ...

[PART I – FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements.](index=4&type=section&id=Item%201.%20Financial%20Statements.) This section presents the unaudited condensed financial statements, including balance sheets, statements of operations, changes in stockholders' deficit, and cash flows, along with detailed notes explaining the company's organization, significant accounting policies, IPO and private placement details, related party transactions, commitments, stockholders' deficit composition, fair value measurements, and subsequent events [Condensed Balance Sheets](index=4&type=page&id=Condensed%20Balance%20Sheets) The condensed balance sheets show a significant decrease in total assets and marketable securities held in the Trust Account from December 31, 2022, to September 30, 2023, primarily due to redemptions. Total liabilities increased, and stockholders' deficit deepened Condensed Balance Sheets Key Metrics | Metric | September 30, 2023 | December 31, 2022 | | :-------------------------------------- | :----------------- | :---------------- | | Total Assets | $56,534,661 | $258,664,674 | | Marketable securities held in Trust Account | $56,230,525 | $257,913,695 | | Total Current Liabilities | $3,746,066 | $1,139,073 | | Total Liabilities | $12,496,066 | $10,037,935 | | Total Stockholders' Deficit | $(11,994,634) | $(8,950,839) | - **Class A common stock subject to possible redemption** **decreased from 25,000,000 shares at $10.30 per share redemption value at December 31, 2022, to 5,267,875 shares at $10.64 per share redemption value at September 30, 2023, reflecting significant redemptions**[4](index=4&type=chunk) [Unaudited Condensed Statements of Operations](index=5&type=page&id=Unaudited%20Condensed%20Statements%20of%20Operations) The company reported net income for both the three and nine months ended September 30, 2023 and 2022, primarily driven by interest earned on marketable securities held in the Trust Account, offset by formation and operating costs and income taxes Unaudited Condensed Statements of Operations Key Metrics | Metric | 3 Months Ended Sep 30, 2023 | 3 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2022 | | :---------------------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Formation and operating costs | $355,345 | $269,141 | $1,145,809 | $923,586 | | Interest earned on marketable securities | $722,208 | $1,093,144 | $5,138,865 | $1,406,598 | | Unrealized gain on marketable securities | $0 | $140,071 | $0 | $57,371 | | Income before provision for income taxes | $366,863 | $964,074 | $3,993,056 | $540,383 | | Provision for income taxes | $(141,164) | $(217,217) | $(1,047,662) | $(251,371) | | Net income | $225,699 | $746,857 | $2,945,394 | $289,012 | | Basic and diluted net income per share (Redeemable Class A) | $0.02 | $0.02 | $0.14 | $0.01 | - **Net income** for the nine months ended September 30, 2023, **significantly increased to $2,945,394 from $289,012 in the prior year**, primarily due to higher interest earned on marketable securities held in the Trust Account[8](index=8&type=chunk) [Unaudited Condensed Statements of Changes in Stockholders' Deficit](index=6&type=page&id=Unaudited%20Condensed%20Statements%20of%20Changes%20in%20Stockholders'%20Deficit) The statements reflect changes in stockholders' deficit, including the impact of remeasurement of Class A Common Stock to redemption value, net income, and the recording of excise tax payable attributable to common stock redemption Unaudited Condensed Statements of Changes in Stockholders' Deficit Key Metrics | Metric | January 1, 2023 Balance | September 30, 2023 Balance | | :---------------------------------------------- | :---------------------- | :------------------------- | | Total Stockholder's Deficit | $(8,950,839) | $(11,994,634) | | Remeasurement of Class A Common Stock to Redemption Value | $(3,934,401) (cumulative) | | | Net income | $2,945,394 (cumulative) | | | Excise tax payable attributable to redemption | $(2,054,788) | | - The **accumulated deficit increased from $(8,951,464) at January 1, 2023, to $(11,995,259) at September 30, 2023**, influenced by remeasurement of Class A Common Stock to redemption value and excise tax payable, partially offset by **Net income**[9](index=9&type=chunk) [Unaudited Condensed Statements of Cash Flows](index=8&type=page&id=Unaudited%20Condensed%20Statements%20of%20Cash%20Flows) Cash flows for the nine months ended September 30, 2023, show significant cash used in operating activities, offset by cash provided by investing activities (primarily from Trust Account withdrawals for redemptions and taxes), and cash used in financing activities (primarily for common stock redemption) Unaudited Condensed Statements of Cash Flows Key Metrics | Cash Flow Activity | 9 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2022 | | :-------------------------------------- | :-------------------------- | :-------------------------- | | Net cash used in operating activities | $(1,625,474) | $(549,756) | | Net cash provided by investing activities | $206,822,035 | $0 | | Net cash used in financing activities | $(205,278,750) | $0 | | Net Change in Cash | $(82,189) | $(549,756) | | Cash – End of period | $257,474 | $531,769 | - **Cash withdrawn from the Trust Account in connection with redemption amounted to $205,478,750** for the nine months ended September 30, 2023[12](index=12&type=chunk) [Notes to Unaudited Condensed Financial Statements](index=9&type=page&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) The notes provide critical context to the financial statements, detailing the company's nature as a blank check company, the specifics of its IPO and private placement, related party transactions, and the accounting treatment of various financial instruments and events, including the significant redemptions and the associated excise tax liability [NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, LIQUIDITY, AND RISKS AND UNCERTAINTIES](index=9&type=page&id=NOTE%201.%20DESCRIPTION%20OF%20ORGANIZATION%2C%20BUSINESS%20OPERATIONS%2C%20LIQUIDITY%2C%20AND%20RISKS%20AND%20UNCERTAINTIES) New Providence Acquisition Corp. II is a blank check company formed to effectuate a business combination. The company completed its IPO in November 2021, placing $255 million in a Trust Account. Significant redemptions occurred in May 2023, reducing the Trust Account balance. The company faces liquidity challenges and has until May 9, 2024, to complete a business combination, raising substantial doubt about its ability to continue as a going concern. An excise tax liability of $2,054,788 was recorded due to redemptions - The Company **consummated its Initial Public Offering of 25,000,000 units at $10.00 per unit, generating gross proceeds of $250,000,000, with $255,000,000 placed in a Trust Account**[17](index=17&type=chunk)[20](index=20&type=chunk) - **Public stockholders elected to redeem 19,732,125 shares of Class A common stock for approximately $205,478,750 in May 2023**, reducing the **Trust Account balance**[31](index=31&type=chunk) - **An excise tax liability of $2,054,788 was recorded as of September 30, 2023**, due to the redemptions, which can be offset by future share issuances[40](index=40&type=chunk) - The company has a **working capital deficit of $3,441,930** as of September 30, 2023, and faces **substantial doubt about its ability to continue as a going concern** if it cannot complete a business combination by May 9, 2024[34](index=34&type=chunk)[36](index=36&type=chunk) [NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=14&type=page&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note outlines the basis of presentation for the unaudited condensed financial statements, the company's status as an emerging growth company, its use of estimates, and specific accounting treatments for cash, marketable securities in the Trust Account, Class A common stock subject to redemption, offering costs, income taxes, net income per common stock, fair value measurements, and warrant liabilities. It also mentions the adoption of ASU 2016-13 with no material impact - The Company is an **emerging growth company** and has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards[43](index=43&type=chunk)[44](index=44&type=chunk) - **Class A common stock subject to possible redemption is classified as temporary equity** and presented at redemption value, with changes recognized immediately[50](index=50&type=chunk)[51](index=51&type=chunk) NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Key Metrics | Metric | 3 Months Ended Sep 30, 2023 | 3 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2022 | | :---------------------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Effective Tax Rate | 38.5% | 22.5% | 26.2% | 46.5% | - The Company adopted ASU 2016-13 on January 1, 2023, which **did not have a material impact** on its financial statements[68](index=68&type=chunk) [NOTE 3. INITIAL PUBLIC OFFERING](index=19&type=page&id=NOTE%203.%20INITIAL%20PUBLIC%20OFFERING) The Company completed its Initial Public Offering on November 9, 2021, selling 25,000,000 units at $10.00 per unit, each consisting of one Class A common stock and one-third of one redeemable Public Warrant - **25,000,000 Units were sold in the IPO at $10.00 per Unit, generating $250,000,000 in gross proceeds**[70](index=70&type=chunk) - Each Unit included **one share of Class A common stock and one-third of one redeemable Public Warrant, with each whole warrant exercisable at $11.50 per share**[70](index=70&type=chunk) [NOTE 4. PRIVATE PLACEMENT](index=19&type=page&id=NOTE%204.%20PRIVATE%20PLACEMENT) Concurrently with the IPO, the Sponsor purchased 8,000,000 Private Placement Warrants at $1.50 each, generating $12,000,000 in gross proceeds, a portion of which was added to the Trust Account - **The Sponsor purchased 8,000,000 Private Placement Warrants at $1.50 per warrant, totaling $12,000,000**[71](index=71&type=chunk) - Proceeds from the Private Placement Warrants were added to the Trust Account and will be used to fund public share redemptions if a business combination is not completed[71](index=71&type=chunk) [NOTE 5. RELATED PARTY TRANSACTIONS](index=20&type=page&id=NOTE%205.%20RELATED%20PARTY%20TRANSACTIONS) This note details transactions with related parties, including the issuance of Founder Shares to the Sponsor and director nominees, an administrative support agreement with the Sponsor, and a promissory note issued to the Sponsor for working capital - **The Sponsor initially received 5,750,000 Founder Shares for $25,000, with 50,000 shares transferred to director nominees at a fair value of $9.74 per share**[73](index=73&type=chunk)[74](index=74&type=chunk) - The Company pays the Sponsor **up to $20,000 per month for administrative support services, incurring $60,000 and $180,000 for the three and nine months ended September 30, 2023, respectively**[77](index=77&type=chunk) - On September 15, 2023, the Company **issued an unsecured promissory note of $300,000 to the Sponsor, with $200,000 outstanding as of September 30, 2023**[80](index=80&type=chunk) [NOTE 6. COMMITMENTS AND CONTINGENCIES](index=21&type=page&id=NOTE%206.%20COMMITMENTS%20AND%20CONTINGENCIES) This note outlines the Company's commitments, including registration rights for certain securities, a deferred underwriting fee payable upon business combination completion, and consulting service arrangements - The underwriter is entitled to a **deferred fee of $8,750,000, payable from the Trust Account upon completion of a Business Combination**[82](index=82&type=chunk) - The Company has consulting service arrangements with **aggregate monthly fees of approximately $10,000, incurring $0 and $57,700 for the three and nine months ended September 30, 2023, respectively**[83](index=83&type=chunk) [NOTE 7. STOCKHOLDERS' DEFICIT](index=21&type=page&id=NOTE%207.%20STOCKHOLDERS'%20DEFICIT) This note details the authorized and outstanding shares of preferred stock, Class A common stock, and Class B common stock, including their voting rights and conversion features. It also describes the terms and conditions of the Public and Private Placement Warrants, including exercise and redemption provisions NOTE 7. STOCKHOLDERS' DEFICIT Key Metrics | Stock Class | September 30, 2023 | December 31, 2022 | | :---------------------- | :----------------- | :---------------- | | Class A Common Stock (subject to redemption) | 5,267,875 shares | 25,000,000 shares | | Class B Common Stock | 3,250,000 shares | 6,250,000 shares | - **On May 5, 2023, the Sponsor converted 3,000,000 shares of Class B common stock into Class A common stock**[90](index=90&type=chunk) - Public Warrants become exercisable on the later of 30 days after a Business Combination or 12 months from the IPO closing, expiring five years from Business Combination completion[91](index=91&type=chunk)[95](index=95&type=chunk) - The Company may **redeem outstanding Public Warrants at $0.01 per warrant if the Class A common stock price equals or exceeds $18.00 for 20 trading days within a 30-day period**[97](index=97&type=chunk) [NOTE 8. FAIR VALUE MEASUREMENTS](index=25&type=page&id=NOTE%208.%20FAIR%20VALUE%20MEASUREMENTS) This note describes the fair value hierarchy used for financial assets and liabilities and presents the fair value of marketable securities held in the Trust Account, which are classified as Level 1 assets NOTE 8. FAIR VALUE MEASUREMENTS Key Metrics | Description | Level | September 30, 2023 | December 31, 2022 | | :-------------------------------------- | :---- | :----------------- | :---------------- | | Marketable securities held in Trust Account | 1 | $56,230,525 | $257,913,695 | - Marketable securities held in the Trust Account are **classified as Level 1 assets**, reflecting quoted prices in active markets for identical assets[102](index=102&type=chunk)[104](index=104&type=chunk) [NOTE 9. SUBSEQUENT EVENTS](index=26&type=page&id=NOTE%209.%20SUBSEQUENT%20EVENTS) The Company evaluated subsequent events up to the financial statement issuance date and identified no events requiring adjustment or disclosure - **No subsequent events requiring adjustment or disclosure were identified** after the balance sheet date up to the date the unaudited condensed financial statements were issued[105](index=105&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.](index=27&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) This section provides management's perspective on the company's financial condition and results of operations, highlighting its status as a blank check company, the impact of IPO and private placement proceeds, and the ongoing search for a business combination. It details the net income drivers, liquidity challenges, and critical accounting policies, emphasizing the substantial doubt about the company's ability to continue as a going concern - The Company is a blank check company focused on identifying a target for a business combination, generating non-operating income from interest on Trust Account securities[109](index=109&type=chunk)[112](index=112&type=chunk) Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Key Metrics | Metric | 3 Months Ended Sep 30, 2023 | 3 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2022 | | :---------------------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Net income | $225,699 | $746,857 | $2,945,394 | $289,012 | | Interest earned on marketable securities | $722,208 | $1,093,144 | $5,138,865 | $1,406,598 | | Operating and formation costs | $355,345 | $269,141 | $1,145,809 | $923,586 | - **Cash used in operating activities was $1,625,474 for the nine months ended September 30, 2023, compared to $549,756 for the same period in 2022**[117](index=117&type=chunk)[118](index=118&type=chunk) - As of September 30, 2023, the **Trust Account held $56,230,525, and the company had $257,474 in operating bank accounts, with a working capital deficit of $3,441,930**[34](index=34&type=chunk)[119](index=119&type=chunk)[121](index=121&type=chunk) - The company has until May 9, 2024, to consummate a business combination, and the uncertainty raises **substantial doubt about its ability to continue as a going concern**[125](index=125&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk.](index=32&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk.) As a smaller reporting company, New Providence Acquisition Corp. II is exempt from providing quantitative and qualitative disclosures about market risk - The Company is a smaller reporting company and is **not required to provide quantitative and qualitative disclosures about market risk**[135](index=135&type=chunk) [Item 4. Controls and Procedures.](index=32&type=section&id=Item%204.%20Controls%20and%20Procedures.) The company's Certifying Officers concluded that disclosure controls and procedures were not effective as of September 30, 2023, due to an un-remediated material weakness in internal controls over financial reporting related to properly recording and accruing expenses. No changes in internal control over financial reporting occurred during the quarter that materially affected or are reasonably likely to materially affect internal control over financial reporting - **Disclosure controls and procedures were not effective as of September 30, 2023**[136](index=136&type=chunk) - A previously identified **material weakness in internal controls over financial reporting, related to properly recording and accruing expenses, has not yet been remediated**[136](index=136&type=chunk) - **No changes in internal control over financial reporting occurred during the fiscal quarter ended September 30, 2023, that materially affected or are reasonably likely to materially affect internal control over financial reporting**[138](index=138&type=chunk) [PART II - OTHER INFORMATION](index=33&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) [Item 1. Legal Proceedings.](index=33&type=section&id=Item%201.%20Legal%20Proceedings.) The Company reported no legal proceedings - There are **no legal proceedings to report**[140](index=140&type=chunk) [Item 1A. Risk Factors.](index=33&type=section&id=Item%201A.%20Risk%20Factors.) The Company refers to the risk factors disclosed in its Annual Report on Form 10-K for the period ended December 31, 2022, and states that no other material changes to these factors have occurred as of the date of this Quarterly Report - Risk factors are described in the Annual Report on Form 10-K for the period ended December 31, 2022[141](index=141&type=chunk) - **No other material changes to the risk factors have been disclosed** as of the date of this Quarterly Report[141](index=141&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.](index=33&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds.) This section details the Initial Public Offering of 25,000,000 units and the concurrent private placement of 8,000,000 warrants to the Sponsor, outlining the gross proceeds, offering costs, and the allocation of net proceeds to the trust account - The **Initial Public Offering involved the sale of 25,000,000 Units at $10.00 per Unit, generating $250,000,000 in gross proceeds**[142](index=142&type=chunk) - The **Sponsor purchased 8,000,000 private placement warrants at $1.50 per warrant, generating $12,000,000 in gross proceeds**[143](index=143&type=chunk) - **Total IPO-related costs were $14,566,172, including $5,000,000 in underwriting fees and $8,750,000 in deferred underwriting fees**[144](index=144&type=chunk) - After deducting fees and expenses, **$255,000,000 of the total net proceeds of $256,183,828 was placed in the trust account**[145](index=145&type=chunk) [Item 3. Defaults Upon Senior Securities.](index=33&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities.) The Company reported no defaults upon senior securities - There are **no defaults upon senior securities**[146](index=146&type=chunk) [Item 4. Mine Safety Disclosures.](index=33&type=section&id=Item%204.%20Mine%20Safety%20Disclosures.) This item is not applicable to the Company - Mine Safety Disclosures are **not applicable to the Company**[146](index=146&type=chunk) [Item 5. Other Information.](index=33&type=section&id=Item%205.%20Other%20Information.) The Company reported no other information - There is **no other information to report**[146](index=146&type=chunk) [Item 6. Exhibits.](index=34&type=section&id=Item%206.%20Exhibits.) This section lists all exhibits filed as part of, or incorporated by reference into, the Quarterly Report, including organizational documents, certifications, and XBRL data files - The exhibits **include the Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws, certifications of principal executive and financial officers, and Inline XBRL documents**[148](index=148&type=chunk) [SIGNATURES](index=35&type=section&id=SIGNATURES) The report is duly signed on behalf of New Providence Acquisition Corp. II by its Chief Executive Officer, Gary Smith, and Chief Financial Officer, James Bradley, as of November 13, 2023 - The report is **signed by Gary Smith, Chief Executive Officer, and James Bradley, Chief Financial Officer, on November 13, 2023**[149](index=149&type=chunk)

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=Part%20I.%20Financial%20Information) [Item 1. Interim Financial Statements](index=4&type=section&id=Item%201.%20Interim%20Financial%20Statements) This section presents unaudited condensed financial statements, detailing asset decreases from redemptions and a shift to net income driven by Trust Account interest [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets%20as%20of%20June%2030%2C%202023%20(Unaudited)%20and%20December%2031%2C%202022) Total assets decreased to **$55.85 million** due to redemptions, while liabilities increased and stockholders' deficit worsened - **Total Assets:** | Date | Amount | | :--------------- | :------------ | | June 30, 2023 | $55,846,710 | | December 31, 2022| $258,664,674 | - **Marketable Securities held in Trust Account:** | Date | Amount | | :--------------- | :------------ | | June 30, 2023 | $55,508,317 | | December 31, 2022| $257,913,695 | - **Total Liabilities:** | Date | Amount | | :--------------- | :------------ | | June 30, 2023 | $12,033,814 | | December 31, 2022| $10,037,935 | - **Excise Taxes Payable:** | Date | Amount | | :--------------- | :---------- | | June 30, 2023 | $2,054,788 | | December 31, 2022| $0 | - **Total Stockholders' Deficit:** | Date | Amount | | :--------------- | :-------------- | | June 30, 2023 | $(11,696,091) | | December 31, 2022| $(8,950,839) | [Unaudited Condensed Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Statements%20of%20Operations%20for%20the%20three%20and%20six%20months%20ended%20June%2030%2C%202023%20and%202022) The company shifted from net loss to net income for Q2 and H1 2023, primarily due to increased Trust Account interest - **Net Income (Loss):** | Period Ended June 30 | 2023 (Net Income) | 2022 (Net Loss) | | :------------------- | :---------------- | :-------------- | | Three Months | $808,809 | $(136,544) | | Six Months | $2,719,695 | $(457,845) | - **Interest Earned on Marketable Securities held in Trust Account:** | Period Ended June 30 | 2023 | 2022 | | :------------------- | :---------------- | :-------------- | | Three Months | $1,697,318 | $248,900 | | Six Months | $4,416,657 | $313,454 | - **Basic and Diluted Net Income (Loss) per share, Redeemable Class A common stock:** | Period Ended June 30 | 2023 (EPS) | 2022 (EPS) | | :------------------- | :--------- | :--------- | | Three Months | $0.04 | $(0.00) | | Six Months | $0.10 | $(0.01) | [Unaudited Condensed Statements of Changes in Stockholders' Deficit](index=6&type=section&id=Unaudited%20Condensed%20Statements%20of%20Changes%20in%20Stockholders'%20Deficit%20for%20the%20three%20and%20six%20months%20ended%20June%2030%2C%202023%20and%202022) Stockholders' deficit increased to **$(11.70) million** by June 30, 2023, due to stock remeasurement and excise tax, partially offset by net income - **Total Stockholders' Deficit:** | Date | Amount | | :--------------- | :-------------- | | January 1, 2023 | $(8,950,839) | | June 30, 2023 | $(11,696,091) | - Key changes in Stockholders' Deficit (January 1 - June 30, 2023): - Remeasurement of Class A Common Stock to Redemption Value: **$(3,410,159)**[11](index=11&type=chunk) - Net Income: **$2,719,695**[13](index=13&type=chunk) - Excise tax payable attributable to redemption of common stock: **$(2,054,788)**[14](index=14&type=chunk) [Unaudited Condensed Statements of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Statements%20of%20Cash%20Flows%20for%20the%20six%20months%20ended%20June%2030%2C%202023%20and%202022) H1 2023 experienced significant cash outflows from operations and financing, offset by Trust Account withdrawals for redemptions and taxes - **Net Cash Used in Operating Activities (Six Months Ended June 30):** | Year | Amount | | :--- | :------------ | | 2023 | $(1,489,010)$ | | 2022 | $(309,286)$ | - **Cash Withdrawn from Trust Account (Investing Activities) for Six Months Ended June 30, 2023:** | Purpose | Amount | | :--------------------------------------- | :------------ | | To pay franchise and income taxes | $1,343,285 | | In connection with redemption | $205,478,750 | - Redemption of common stock resulted in a cash outflow of **$(205,478,750)** from financing activities for the six months ended June 30, 2023[16](index=16&type=chunk) - **Net Change in Cash (Six Months Ended June 30):** | Year | Amount | | :--- | :------------ | | 2023 | $(145,725)$ | | 2022 | $(309,286)$ | [Notes to Unaudited Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) These notes detail organization, accounting policies, financial instruments, business combination extension, stock redemptions, and going concern assessment [NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, LIQUIDITY, AND RISKS AND UNCERTAINTIES](index=8&type=section&id=NOTE%201.%20DESCRIPTION%20OF%20ORGANIZATION%2C%20BUSINESS%20OPERATIONS%2C%20LIQUIDITY%2C%20AND%20RISKS%20AND%20UNCERTAINTIES) This note details the company's formation, IPO, Trust Account, business combination extension, significant stock redemptions, and going concern risks, including excise tax - New Providence Acquisition Corp. II is a blank check company incorporated in Delaware on November 16, 2020, formed for the purpose of effectuating a business combination[18](index=18&type=chunk) - The company consummated its Initial Public Offering (IPO) on November 9, 2021, selling **25,000,000 units** at **$10.00 per unit**, generating gross proceeds of **$250,000,000**[21](index=21&type=chunk) - Simultaneously with the IPO, the Sponsor purchased **8,000,000 Private Placement Warrants** at **$1.50 per warrant**, generating gross proceeds of **$12,000,000**[22](index=22&type=chunk) - An amount of **$255,000,000** from the net proceeds of the IPO and private placement was placed in a Trust Account, invested in U.S. government securities[24](index=24&type=chunk) - The Combination Period for completing a Business Combination was extended from **May 9, 2023**, to **May 9, 2024**, following a special meeting of stockholders[34](index=34&type=chunk) - Public stockholders elected to redeem **19,732,125 shares** of Class A common stock for approximately **$205,478,750** in connection with the extension vote[35](index=35&type=chunk) - As of June 30, 2023, the company had **$193,938** in operating bank accounts, **$55,508,317** in marketable securities in the Trust Account, and a working capital deficit of **$2,946,091**[38](index=38&type=chunk) - These conditions raise substantial doubt about the Company's ability to continue as a going concern for at least one year from the financial statement issuance date, given the uncertainty of consummating a Business Combination by **May 9, 2024**[40](index=40&type=chunk) - The Inflation Reduction Act of 2022 (IR Act) introduces a new U.S. federal **1% excise tax** on certain stock repurchases after January 1, 2023, which could reduce cash available for a Business Combination[42](index=42&type=chunk)[43](index=43&type=chunk) [NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=13&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note outlines accounting policies, including GAAP, emerging growth company status, fair value for marketable securities, temporary equity for Class A stock, income tax, EPS, warrant treatment, and ASU 2016-13 adoption - The unaudited condensed financial statements are prepared in accordance with GAAP for interim financial information and SEC rules for Form 10-Q[44](index=44&type=chunk) - The company is an 'emerging growth company' and has elected to use the extended transition period for complying with new or revised financial accounting standards[46](index=46&type=chunk)[47](index=47&type=chunk) - Marketable securities held in the Trust Account are classified as trading securities and presented at fair value, with gains and losses included in interest earned[52](index=52&type=chunk) - Class A common stock subject to possible redemption is classified as temporary equity and presented at redemption value, with changes recognized immediately[53](index=53&type=chunk)[54](index=54&type=chunk) - The company accounts for income taxes under ASC 740, recognizing deferred tax assets and liabilities; the effective tax rate for Q2 2023 was **28.68%** (vs. **-33.36%** in 2022) and **25.00%** for H1 2023 (vs. **-8.06%** in 2022)[58](index=58&type=chunk) - Net income (loss) per common stock is computed using the two-class method, with warrants not considered dilutive as their exercise is contingent upon future events[63](index=63&type=chunk)[64](index=64&type=chunk) - Management concluded that Public Warrants and Private Placement Warrants qualify for equity accounting treatment based on specific terms and applicable guidance[68](index=68&type=chunk) - The company adopted **ASU 2016-13 (Credit Losses)** on January 1, 2023, with no material impact on its financial statements[70](index=70&type=chunk) [NOTE 3. INITIAL PUBLIC OFFERING](index=17&type=section&id=NOTE%203.%20INITIAL%20PUBLIC%20OFFERING) This note details the IPO, including the sale of **25,000,000 Units** at **$10.00** each, generating **$250,000,000** gross proceeds, with each unit comprising Class A common stock and a warrant - The company sold **25,000,000 Units** in its Initial Public Offering, including a partial exercise of the over-allotment option[72](index=72&type=chunk) - The purchase price per Unit was **$10.00**, generating gross proceeds of **$250,000,000**[72](index=72&type=chunk) - Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (Public Warrant)[72](index=72&type=chunk) [NOTE 4. PRIVATE PLACEMENT](index=17&type=section&id=NOTE%204.%20PRIVATE%20PLACEMENT) This note describes the Sponsor's purchase of **8,000,000 Private Placement Warrants** for **$12,000,000**, with proceeds added to the Trust Account, and their potential expiration if no business combination occurs - The Sponsor purchased **8,000,000 Private Placement Warrants** at **$1.50 per warrant**, for an aggregate purchase price of **$12,000,000**[73](index=73&type=chunk) - A portion of the proceeds from the Private Placement Warrants was added to the Trust Account[73](index=73&type=chunk) - If a Business Combination is not completed within the Combination Period, the Private Placement Warrants will expire worthless[73](index=73&type=chunk) [NOTE 5. RELATED PARTY TRANSACTIONS](index=18&type=section&id=NOTE%205.%20RELATED%20PARTY%20TRANSACTIONS) This note details related party transactions, including the Sponsor's Founder Shares purchase, Class B to Class A stock conversion, monthly administrative fees, and the absence of Working Capital Loans - The Sponsor paid **$25,000** for **5,750,000 shares** of Class B common stock (Founder Shares)[75](index=75&type=chunk) - Stock-based compensation expense related to Founder Shares is not recognized as of June 30, 2023, because the performance condition (consummation of a Business Combination) is not considered probable[76](index=76&type=chunk) - On May 5, 2023, the Sponsor converted **3,000,000 shares** of Class B common stock into shares of Class A common stock[78](index=78&type=chunk) - The company pays the Sponsor up to **$20,000 per month** for administrative support, incurring **$60,000** for Q2 and **$120,000** for H1 2023[79](index=79&type=chunk) - No Working Capital Loans were outstanding from related parties at June 30, 2023, or December 31, 2022[81](index=81&type=chunk) [NOTE 6. COMMITMENTS AND CONTINGENCIES](index=19&type=section&id=NOTE%206.%20COMMITMENTS%20AND%20CONTINGENCIES) This note outlines commitments and contingencies, including registration rights for certain security holders, a deferred underwriting fee, and ongoing consulting service arrangements - Holders of Founder Shares, Private Placement Warrants, and potential Working Capital Loan warrants are entitled to registration rights[82](index=82&type=chunk) - A deferred underwriting fee of **$8,750,000** is payable to the underwriter solely upon the completion of a Business Combination[83](index=83&type=chunk) - The company has consulting service arrangements with aggregate monthly fees of approximately **$10,000**, incurring **$27,700** for Q2 2023 and **$57,700** for H1 2023[84](index=84&type=chunk) [NOTE 7. STOCKHOLDERS' DEFICIT](index=19&type=section&id=NOTE%207.%20STOCKHOLDERS'%20DEFICIT) This note details stockholders' deficit components, including authorized preferred stock, Class A and B common stock, outstanding Public and Private Placement Warrants, and their exercisability and redemption terms - The company is authorized to issue up to 1,000,000 shares of preferred stock, with none issued or outstanding as of June 30, 2023, and December 31, 2022[85](index=85&type=chunk) - **Class A Common Stock Subject to Possible Redemption:** | Date | Shares Outstanding | | :--------------- | :----------------- | | June 30, 2023 | 5,267,875 | | December 31, 2022| 25,000,000 | - **Class B Common Stock Issued and Outstanding:** | Date | Shares Outstanding | | :--------------- | :----------------- | | June 30, 2023 | 3,250,000 | | December 31, 2022| 6,250,000 | - Class B common stock automatically converts into Class A common stock upon the closing of a Business Combination or at the holder's option, on a one-for-one basis (subject to adjustment)[89](index=89&type=chunk) - As of June 30, 2023, there were **8,333,333 Public Warrants** and **8,000,000 Private Placement Warrants** issued and outstanding[91](index=91&type=chunk)[100](index=100&type=chunk) - Public Warrants become exercisable on the later of 30 days after a Business Combination or 12 months from the IPO closing, expiring five years from the Business Combination or earlier upon redemption/liquidation[91](index=91&type=chunk) - The company may redeem outstanding Public Warrants at **$0.01 per warrant** if the Class A common stock price equals or exceeds **$18.00 per share** for 20 trading days within a 30-day period[97](index=97&type=chunk) [NOTE 8. FAIR VALUE MEASUREMENTS](index=23&type=section&id=NOTE%208.%20FAIR%20VALUE%20MEASUREMENTS) This note describes the company's fair value measurements, classifying financial assets and liabilities into a three-level hierarchy, with marketable securities in the Trust Account categorized as Level 1 - The company classifies financial assets and liabilities into a three-level fair value hierarchy based on the observability of inputs: Level 1 (quoted prices in active markets), Level 2 (observable inputs other than Level 1), and Level 3 (unobservable inputs)[102](index=102&type=chunk)[103](index=103&type=chunk) - **Marketable Securities held in Trust Account (Level 1 Fair Value):** | Date | Amount | | :--------------- | :------------ | | June 30, 2023 | $55,508,317 | | December 31, 2022| $257,913,695 | [NOTE 9. SUBSEQUENT EVENTS](index=24&type=section&id=NOTE%209.%20SUBSEQUENT%20EVENTS) The company evaluated subsequent events up to the financial statement issuance date and identified no events requiring adjustment or additional disclosure - The company evaluated subsequent events up to the date of financial statement issuance and did not identify any events requiring adjustment or disclosure beyond what is already noted[105](index=105&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The blank check company, lacking operating revenue, reported net income for Q2 and H1 2023 due to Trust Account interest, but faces liquidity and going concern challenges - The company is a blank check company formed to effectuate a business combination and has not generated any operating revenues to date, relying on interest income from its Trust Account[109](index=109&type=chunk)[112](index=112&type=chunk) - **Net Income (Loss) for the Periods Ended June 30:** | Period | 2023 (Net Income) | 2022 (Net Loss) | | :----------- | :---------------- | :-------------- | | Three Months | $808,809 | $(136,544) | | Six Months | $2,719,695 | $(457,845) | - Cash used in operating activities was **$(1,489,010)** for the six months ended June 30, 2023[117](index=117&type=chunk) - As of June 30, 2023, the company had **$55,508,317** in marketable securities in the Trust Account and **$193,938** in cash held outside the Trust Account[119](index=119&type=chunk)[121](index=121&type=chunk) - The company faces substantial doubt about its ability to continue as a going concern due to the uncertainty of completing a Business Combination by **May 9, 2024**, and potential need for additional capital[123](index=123&type=chunk) - The company has no off-balance sheet financing arrangements as of June 30, 2023[124](index=124&type=chunk) - Contractual obligations include a monthly administrative fee of up to **$20,000 per month** to the Sponsor and a deferred underwriting fee of **$8,750,000** payable upon completion of a Business Combination[125](index=125&type=chunk)[126](index=126&type=chunk) - Critical accounting policies include the classification of warrant liabilities as equity, Class A common stock subject to redemption as temporary equity, and the calculation of net income (loss) per common stock using the two-class method[128](index=128&type=chunk)[129](index=129&type=chunk)[130](index=130&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=29&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the company is not required to provide quantitative and qualitative disclosures about market risk - The company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[131](index=131&type=chunk) [Item 4. Controls and Procedures](index=29&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls were ineffective as of June 30, 2023, due to an un-remediated material weakness in expense accrual, but financial statements are fairly presented with no material control changes - The company's disclosure controls and procedures were not effective as of June 30, 2023[132](index=132&type=chunk) - A previously identified material weakness in internal controls over financial reporting, related to properly recording and accruing expenses, has not yet been remediated[132](index=132&type=chunk) - Management believes that the financial statements included in this report present fairly in all material respects, despite the material weakness, due to additional analysis performed[132](index=132&type=chunk) - There were no changes to internal control over financial reporting during the fiscal quarter ended June 30, 2023, that materially affected or are reasonably likely to materially affect it[134](index=134&type=chunk) [PART II. OTHER INFORMATION](index=30&type=section&id=Part%20II.%20Other%20Information) [Item 1. Legal Proceedings](index=30&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings - The company is not involved in any legal proceedings[136](index=136&type=chunk) [Item 1A. Risk Factors](index=30&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors were reported from the Annual Report on Form 10-K for the period ended December 31, 2022 - No material changes to the risk factors disclosed in the Annual Report on Form 10-K for the period ended December 31, 2022, as of the date of this Quarterly Report[137](index=137&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=30&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the IPO of **25,000,000 units** for **$250,000,000**, the Sponsor's **$12,000,000** private placement, and the **$255,000,000** placed in the trust account after costs - The Initial Public Offering involved the sale of **25,000,000 Units** at **$10.00 per Unit**, generating gross proceeds of **$250,000,000**[138](index=138&type=chunk) - The Sponsor purchased **8,000,000 private placement warrants** at **$1.50 per warrant**, generating gross proceeds of **$12,000,000**, pursuant to an exemption from registration[139](index=139&type=chunk) - Total Initial Public Offering related costs amounted to **$14,566,172**, including **$8,750,000** of deferred underwriting fees[140](index=140&type=chunk) - After deducting fees and expenses, **$255,000,000** of the total net proceeds from the IPO and private placement was placed in the trust account[141](index=141&type=chunk) [Item 3. Defaults Upon Senior Securities](index=30&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - The company has no defaults upon senior securities[142](index=142&type=chunk) [Item 4. Mine Safety Disclosures](index=30&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Mine Safety Disclosures are not applicable to the company[142](index=142&type=chunk) [Item 5. Other Information](index=30&type=section&id=Item%205.%20Other%20Information) The company reported no other information - No other information to report[142](index=142&type=chunk) [Item 6. Exhibits](index=31&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed or incorporated by reference, including the Amended and Restated Certificate of Incorporation, Bylaws, and various certifications - The exhibits include the Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws, and various certifications (e.g., 31.1, 31.2, 32.1, 32.2) filed or incorporated by reference[144](index=144&type=chunk) [PART III. SIGNATURES](index=32&type=section&id=Part%20III.%20Signatures) [Signatures](index=32&type=section&id=Signatures) The report was signed by Gary Smith, CEO, and James Bradley, CFO, on behalf of New Providence Acquisition Corp. II on August 21, 2023 - The report was signed by Gary Smith, Chief Executive Officer, and James Bradley, Chief Financial Officer, on August 21, 2023[147](index=147&type=chunk)

[Part I. Financial Information](index=4&type=section&id=Part%20I.%20Financial%20Information) This section presents the company's unaudited interim financial statements, covering balance sheets, operations, equity changes, cash flows, and detailed accounting notes [Item 1. Interim Financial Statements](index=4&type=section&id=Item%201.%20Interim%20Financial%20Statements) This section presents the unaudited condensed financial statements for New Providence Acquisition Corp. II, including balance sheets, statements of operations, changes in stockholders' deficit, and cash flows, with detailed notes on accounting policies and financial instruments [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) This section provides a snapshot of the company's financial position, detailing assets, liabilities, and stockholders' deficit at specific reporting dates | ASSETS (Unaudited) | March 31, 2023 ($) | December 31, 2022 ($) | | :----------------- | :------------- | :---------------- | | Cash | $176,499 | $339,663 | | Prepaid expenses | $242,247 | $285,490 | | Prepaid income taxes | — | $125,826 | | Total Current Assets | $418,746 | $750,979 | | Marketable securities held in Trust Account | $260,471,785 | $257,913,695 | | TOTAL ASSETS | $260,890,531 | $258,664,674 | | LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS' DEFICIT (Unaudited) | March 31, 2023 ($) | December 31, 2022 ($) | | :------------------------------------------------------------------------- | :------------- | :---------------- | | Accrued expenses | $473,664 | $614,155 | | Accrued offering costs | $524,918 | $524,918 | | Income taxes payable | $430,482 | — | | Total Current Liabilities | $1,429,064 | $1,139,073 | | Deferred tax liability | $173,842 | $148,862 | | Deferred underwriting payable | $8,750,000 | $8,750,000 | | Total Liabilities | $10,352,906 | $10,037,935 | | STOCKHOLDERS' DEFICIT (Unaudited) | March 31, 2023 ($) | December 31, 2022 ($) | | :-------------------------------- | :------------- | :---------------- | | Class B common stock | $625 | $625 | | Accumulated deficit | $(9,227,330) | $(8,951,464) | | Total Stockholders' Deficit | $(9,226,705) | $(8,950,839) | | TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS' DEFICIT | $260,890,531 | $258,664,674 | [Unaudited Condensed Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Statements%20of%20Operations) This section outlines the company's financial performance over specific periods, detailing revenues, expenses, and net income or loss | (Unaudited) | Three Months Ended March 31, 2023 ($) | Three Months Ended March 31, 2022 ($) | | :------------------------------------------------ | :-------------------------------- | :-------------------------------- | | Formation and operating costs | $325,866 | $344,258 | | Loss from operations | $(325,866) | $(344,258) | | Interest earned on marketable securities in Trust Account | $2,719,339 | $64,554 | | Unrealized gain (loss) on marketable securities in Trust Account | $98,701 | $(41,597) | | Other income, net | $2,818,040 | $22,957 | | Income (loss) before provision for income taxes | $2,492,174 | $(321,301) | | Provision for income taxes | $(581,288) | — | | Net income (loss) | $1,910,886 | $(321,301) | | Basic and diluted net income (loss) per share, Class A common stock | $0.06 | $(0.01) | | Basic and diluted net income (loss) per share, Class B common stock | $0.06 | $(0.01) | - The company reported a **net income of $1,910,886** for the three months ended March 31, 2023, a significant improvement from a **net loss of $321,301** in the same period of 2022. This was primarily driven by a substantial increase in **interest earned on marketable securities** held in the Trust Account, which rose from **$64,554** in Q1 2022 to **$2,719,339** in Q1 2023, and an **unrealized gain** on these securities[11](index=11&type=chunk)[108](index=108&type=chunk)[109](index=109&type=chunk) [Unaudited Condensed Statements of Changes in Stockholders' Deficit](index=5&type=section&id=Unaudited%20Condensed%20Statements%20of%20Changes%20in%20Stockholders'%20Deficit) This section tracks changes in the company's equity over time, reflecting net income or loss, and other comprehensive income or deficit adjustments | (Unaudited) | Class A Common Stock Shares | Class A Common Stock Amount ($) | Class B Common Stock Shares | Class B Common Stock Amount ($) | Additional Paid-in Capital ($) | Accumulated Deficit ($) | Total Stockholders' Deficit ($) | | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :------------------------- | :------------------ | :-------------------------- | | Balance – January 1, 2023 | — | $— | 6,250,000 | $625 | $— | $(8,951,464) | $(8,950,839) | | Remeasurement of Class A Common Stock to Redemption Value | — | — | — | — | — | $(2,186,752) | $(2,186,752) | | Net income | — | — | — | — | — | $1,910,886 | $1,910,886 | | Balance – March 31, 2023 | — | $— | 6,250,000 | $625 | $— | $(9,227,330) | $(9,226,705) | | (Unaudited) | Class A Common Stock Shares | Class A Common Stock Amount ($) | Class B Common Stock Shares | Class B Common Stock Amount ($) | Additional Paid-in Capital ($) | Accumulated Deficit ($) | Total Stockholders' Deficit ($) | | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :------------------------- | :------------------ | :-------------------------- | | Balance – January 1, 2022 | — | $— | 6,250,000 | $625 | $— | $(8,015,144) | $(8,014,519) | | Net loss | — | — | — | — | — | $(321,301) | $(321,301) | | Balance – March 31, 2022 | — | $— | 6,250,000 | $625 | $— | $(8,336,445) | $(8,335,820) | - The total stockholders' deficit increased from **$(8,950,839)** at January 1, 2023, to **$(9,226,705)** at March 31, 2023. This change was primarily due to a **remeasurement of Class A Common Stock to redemption value**, resulting in a **$(2,186,752)** impact, partially offset by a **net income of $1,910,886** for the period[12](index=12&type=chunk) [Unaudited Condensed Statements of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Statements%20of%20Cash%20Flows) This section details the cash inflows and outflows from operating, investing, and financing activities, providing insight into liquidity | (Unaudited) | Three Months Ended March 31, 2023 ($) | Three Months Ended March 31, 2022 ($) | | :----------------------------------------------------------------- | :-------------------------------- | :-------------------------------- | | Net income (loss) | $1,910,886 | $(321,301) | | Adjustments to reconcile net income (loss) to net cash used in operating activities: | | | | Interest earned on marketable securities held in Trust Account | $(2,719,339) | $(64,554) | | Unrealized (gain) loss on marketable securities held in Trust Account | $(98,701) | $41,597 | | Deferred tax provision | $24,980 | — | | Changes in operating assets and liabilities: | | | | Prepaid expenses | $43,243 | $(28,175) | | Prepaid income taxes | $125,826 | — | | Accrued expenses | $(140,491) | $100,501 | | Other long-term assets | — | $70,596 | | Income taxes payable | $430,482 | — | | Net cash used in operating activities | $(423,114) | $(201,336) | | Cash Flows from Investing Activities: | | | | Cash withdrawn from Trust Account to pay franchise and income taxes | $259,950 | — |

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) | --- | --- | --- | |-----------------------------------------|--------- ...

[PART I – FINANCIAL INFORMATION](index=4&type=section&id=Part%20I.%20Financial%20Information) This section details the company's interim financial statements, management's discussion and analysis, market risk disclosures, and controls and procedures [Item 1. Interim Financial Statements](index=4&type=section&id=Item%201.%20Interim%20Financial%20Statements) This section presents the unaudited condensed financial statements for New Providence Acquisition Corp. II, including the balance sheets, statements of operations, changes in stockholders' deficit, and cash flows, along with detailed notes explaining the company's organization, significant accounting policies, and specific financial instruments [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets%20as%20of%20September%2030%2C%202022%20(Unaudited)%20and%20December%2031%2C%202021) This section presents the company's financial position, detailing assets, liabilities, and stockholders' deficit at specific reporting dates Condensed Balance Sheets as of September 30, 2022 (Unaudited) and December 31, 2021 | Metric | September 30, 2022 (Unaudited) | December 31, 2021 | | :--------------------------------- | :----------------------------- | :------------------ | | Cash | \$531,769 | \$1,081,525 | | Prepaid expenses | \$302,625 | \$329,091 | | Total Current Assets | \$834,394 | \$1,410,616 | | Marketable securities held in Trust Account | \$256,456,862 | \$254,992,893 | | TOTAL ASSETS | \$257,314,788 | \$256,638,831 | | Accrued expenses | \$611,006 | \$378,432 | | Income taxes payable | \$154,371 | — | | Total Current Liabilities | \$1,290,295 | \$903,350 | | Deferred underwriting payable | \$8,750,000 | \$8,750,000 | | Total Liabilities | \$9,952,299 | \$9,653,350 | | Class A common stock subject to possible redemption | \$255,946,336 | \$255,000,000 | | Total Stockholders' Deficit | \$(8,671,843) | \$(8,014,519) | - The company's total assets increased from **\$256.6 million** at December 31, 2021, to **\$257.3 million** at September 30, 2022, primarily driven by an increase in marketable securities held in the Trust Account[10](index=10&type=chunk) - Current liabilities increased significantly from **\$903,350** to **\$1,290,295**, mainly due to an in-crease in accrued expenses and the recognition of income taxes payable[10](index=10&type=chunk) [Unaudited Condensed Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Statements%20of%20Operations%20for%20the%20three%20months%20and%20nine%20months%20ended%20September%2030%2C%202022%20and%20three%20months%20ended%20September%2030%2C%202021%2C%20and%20for%20the%20period%20from%20January%201%2C%202021%20(commencement%20of%20operations)%20through%20September%2030%2C%202021) This section outlines the company's financial performance, including revenues, expenses, and net income or loss over specified periods Unaudited Condensed Statements of Operations for the three months and nine months ended September 30, 2022 and three months ended September 30, 2021, and for the period from January 1, 2021 (commencement of operations) through September 30, 2021 | Metric | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2022 | Period from Jan 1, 2021 through Sep 30, 2021 | | :------------------------------------------ | :------------------------------ | :------------------------------ | :----------------------------- | :------------------------------------------------- | | Formation and operating costs | \$269,141 | \$19,701 | \$923,586 | \$20,766 | | Interest earned on marketable securities | \$1,093,144 | — | \$1,406,598 | — | | Unrealized gain on marketable securities | \$140,071 | — | \$57,371 | — | | Income (loss) before provision for income taxes | \$964,074 | \$(19,701) | \$540,383 | \$(20,766) | | Provision for income taxes | \$(217,217) | — | \$(251,371) | — | | Net income (loss) | \$746,857 | \$(19,701) | \$289,012 | \$(20,766) | | Basic and diluted net income (loss) per share, Class A common stock | \$0.02 | — | \$0.01 | — | | Basic and diluted net income (loss) per share, Class B common stock | \$0.02 | \$(0.00) | \$0.01 | \$(0.00) | - The company reported a net income of **\$746,857** for the three months ended September 30, 2022, a **significant improvement** from a net loss of **\$(19,701)** in the prior year period, primarily due to interest and unrealized gains on marketable securities in the Trust Account[12](index=12&type=chunk) - For the nine months ended September 30, 2022, net income was **\$289,012**, compared to a net loss of **\$(20,766)** for the same period in 2021, driven by substantial interest income from the Trust Account[12](index=12&type=chunk) [Unaudited Condensed Statements of Changes in Stockholders' Deficit](index=6&type=section&id=Unaudited%20Condensed%20Statements%20of%20Changes%20in%20Stockholders'%20Deficit%20for%20the%20three%20months%20and%20nine%20months%20ended%20September%2030%2C%202022%20and%202021%2C%20and%20Three%20Months%20Ended%20September%2030%2C%202021%2C%20and%20for%20the%20Period%20from%20January%201%2C%202021%20(commencement%20of%20operation)%20through%20September%2030%2C%202021) This section tracks changes in the company's equity, including net income/loss, stock issuances, and other adjustments affecting stockholders' deficit Unaudited Condensed Statements of Changes in Stockholders' Deficit for the three months and nine months ended September 30, 2022 and 2021, and Three Months Ended September 30, 2021, and for the Period from January 1, 2021 (commencement of operation) through September 30, 2021 | Metric | Balance – January 1, 2022 | Net loss (Q1 2022) | Net loss (Q2 2022) | Remeasurement of Class A Common Stock | Net income (Q3 2022) | Balance – September 30, 2022 | | :------------------------------------ | :------------------------ | :----------------- | :----------------- | :------------------------------------ | :------------------- | :----------------------------- | | Class B Common Stock Amount | \$625 | — | — | — | — | \$625 | | Accumulated Deficit | \$(8,015,144) | \$(321,301) | \$(136,544) | \$(946,336) | \$746,857 | \$(8,672,468) | | Total Stockholders' Deficit | \$(8,014,519) | \$(321,301) | \$(136,544) | \$(946,336) | \$746,857 | \$(8,671,843) | Unaudited Condensed Statements of Changes in Stockholders' Deficit for the three months and nine months ended September 30, 2022 and 2021, and Three Months Ended September 30, 2021, and for the Period from January 1, 2021 (commencement of operation) through September 30, 2021 | Metric | Balance – January 1, 2021 | Issuance of Class B common stock | Net loss (Q1 2021) | Net loss (Q2 2021) | Net loss (Q3 2021) | Balance – September 30, 2021 | | :------------------------------------ | :------------------------ | :------------------------------- | :----------------- | :----------------- | :----------------- | :----------------------------- | | Class B Common Stock Amount | — | \$647 | — | — | — | \$647 | | Additional Paid-in Capital | — | \$24,353 | — | — | — | \$24,353 | | Accumulated Deficit | — | — | \$(1,000) | \$(65) | \$(19,701) | \$(20,766) | | Total Stockholders' Equity | — | \$25,000 | \$(1,000) | \$(65) | \$(19,701) | \$4,234 | - The accumulated deficit increased from **\$(8,015,144)** at January 1, 2022, to **\$(8,672,468)** at September 30, 2022, primarily due to net losses in the first two quarters and a remeasurement of Class A Common Stock to redemption value, partially offset by net income in the third quarter[15](index=15&type=chunk) [Unaudited Condensed Statements of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Statement%20of%20Cash%20Flows%20for%20the%20nine%20months%20ended%20September%2030%2C%202022%20and%20for%20the%20period%20from%20January%201%2C%202021%20(commencement%20of%20operations)%20through%20September%2030%2C%202021) This section provides an overview of the company's cash inflows and outflows from operating, investing, and financing activities Unaudited Condensed Statement of Cash Flows for the nine months ended September 30, 2022 and for the period from January 1, 2021 (commencement of operations) through September 30, 2021 | Metric | Nine Months Ended Sep 30, 2022 | Period from Jan 1, 2021 through Sep 30, 2021 | | :------------------------------------------ | :----------------------------- | :------------------------------------------------- | | Net income (loss) | \$289,012 | \$(20,766) | | Interest earned on marketable securities | \$(1,406,598) | — | | Unrealized gain on marketable securities | \$(57,371) | — | | Net cash used in operating activities | \$(549,756) | \$(3,466) | | Net cash provided by financing activities | — | \$4,017 | | Net Change in Cash | \$(549,756) | \$551 | | Cash – End of period | \$531,769 | \$551 | - Net cash used in operating activities significantly increased to **\$(549,756)** for the nine months ended September 30, 2022, compared to **\$(3,466)** for the prior year period, despite positive net income, due to non-cash adjustments for interest and unrealized gains on marketable securities[19](index=19&type=chunk) - Cash at the end of the period decreased from **\$1,081,525** at the beginning of 2022 to **\$531,769** by September 30, 2022, primarily due to cash used in operating activities[10](index=10&type=chunk)[19](index=19&type=chunk) [Notes to Unaudited Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) This section provides detailed explanations and additional information supporting the unaudited condensed financial statements [NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, LIQUIDITY, AND RISKS AND UNCERTAINTIES](index=8&type=section&id=NOTE%201.%20DESCRIPTION%20OF%20ORGANIZATION%2C%20BUSINESS%20OPERATIONS%2C%20LIQUIDITY%2C%20AND%20RISKS%20AND%20UNCERTAINTIES) This note describes the company's formation, business purpose as a SPAC, liquidity position, and associated risks and uncertainties - New Providence Acquisition Corp. II is a blank check company (SPAC) formed on November 16, 2020, to effectuate a business combination, with no operating revenues until such combination is completed[22](index=22&type=chunk)[24](index=24&type=chunk) - The company completed its Initial Public Offering (IPO) on November 9, 2021, selling **25,000,000** units at **\$10.00** per unit, generating **\$250,000,000**, and simultaneously sold **8,000,000** private placement warrants for **\$12,000,000**[25](index=25&type=chunk)[26](index=26&type=chunk) - A total of **\$255,000,000** from the IPO and private placement proceeds was placed in a Trust Account, invested in U.S. government securities, to be used for a Business Combination or stockholder redemptions[28](index=28&type=chunk) - The company has until May 9, 2023 (**18 months** from IPO closing) to complete a Business Combination, and failure to do so will result in liquidation and redemption of public shares[35](index=35&type=chunk)[41](index=41&type=chunk) - As of September 30, 2022, the company had **\$531,769** in operating bank accounts and **\$256,456,862** in marketable securities in the Trust Account, with a working capital surplus of **\$54,625**[39](index=39&type=chunk) - The company faces **liquidity challenges** and may need additional capital from its Sponsor or other parties, and the inability to raise funds or complete a Business Combination by May 9, 2023, raises **substantial doubt** about its ability to continue as a **going concern**[41](index=41&type=chunk) - The Inflation Reduction Act of 2022, effective January 1, 2023, introduces a **1% excise tax** on stock repurchases, which could impact redemptions in connection with a Business Combination and reduce available cash[44](index=44&type=chunk)[45](index=45&type=chunk) [NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=11&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note outlines the key accounting principles and methods used in preparing the company's financial statements - The unaudited condensed financial statements are prepared in accordance with GAAP for interim financial information, with certain disclosures condensed or omitted per SEC rules[46](index=46&type=chunk) - The company is an 'emerging growth company' and has elected to use the extended transition period for complying with new or revised financial accounting standards, which may affect comparability[48](index=48&type=chunk)[49](index=49&type=chunk) - Marketable securities held in the Trust Account are classified as trading securities and measured at fair value, with gains and losses included in interest earned on marketable securities[54](index=54&type=chunk) - Class A common stock subject to possible redemption is classified as temporary equity and presented at redemption value, with changes in value recognized immediately[55](index=55&type=chunk)[56](index=56&type=chunk) - The company's effective tax rate was **22.5%** for the three months ended September 30, 2022, and **46.5%** for the nine months ended September 30, 2022, differing from the statutory rate due to fair value changes in warrant liability and valuation allowance on deferred tax assets[59](index=59&type=chunk) Basic and Diluted Net Income (Loss) per Common Share | Metric | Three Months Ended Sep 30, 2022 (Class A) | Three Months Ended Sep 30, 2022 (Class B) | Three Months Ended Sep 30, 2021 (Class A) | Three Months Ended Sep 30, 2021 (Class B) | Nine Months Ended Sep 30, 2022 (Class A) | Nine Months Ended Sep 30, 2022 (Class B) | Period from Jan 1, 2021 through Sep 30, 2021 (Class A) | Period from Jan 1, 2021 through Sep 30, 2021 (Class B) | | :------------------------------------------ | :---------------------------------------- | :---------------------------------------- | :---------------------------------------- | :---------------------------------------- | :--------------------------------------- | :--------------------------------------- | :----------------------------------------------------- | :----------------------------------------------------- | | Allocation of net income (loss), as adjusted | \$597,486 | \$149,371 | — | \$(19,701) | \$231,210 | \$57,802 | — | \$(20,766) | | Weighted average shares outstanding | 25,000,000 | 6,250,000 | — | 5,625,000 | 25,000,000 | 6,250,000 | — | 5,625,000 | | Basic and diluted net income (loss) per share | \$0.02 | \$0.02 | — | \$(0.00) | \$0.01 | \$0.01 | — | \$(0.00) | [NOTE 3. INITIAL PUBLIC OFFERING](index=16&type=section&id=NOTE%203.%20INITIAL%20PUBLIC%20OFFERING) This note details the specifics of the company's Initial Public Offering, including units sold and proceeds generated - The Company sold **25,000,000** Units in its IPO, including a partial exercise of the over-allotment option, at **\$10.00** per Unit, with each Unit consisting of one Class A common stock and one-third of one redeemable Public Warrant[72](index=72&type=chunk) [NOTE 4. PRIVATE PLACEMENT](index=17&type=section&id=NOTE%204.%20PRIVATE%20PLACEMENT) This note describes the private placement of warrants to the Sponsor and the use of the generated proceeds - Simultaneously with the IPO, the Sponsor purchased **8,000,000** Private Placement Warrants at **\$1.50** each, generating **\$12,000,000**, with proceeds added to the Trust Account[74](index=74&type=chunk) - If a Business Combination is not completed, proceeds from Private Placement Warrants will fund Public Share redemptions, and the warrants will expire worthless[74](index=74&type=chunk) [NOTE 5. RELATED PARTY TRANSACTIONS](index=17&type=section&id=NOTE%205.%20RELATED%20PARTY%20TRANSACTIONS) This note discloses transactions and arrangements between the company and its related parties, primarily the Sponsor - The Sponsor initially received **5,750,000** Founder Shares for **\$25,000**, with some transferred to director nominees and others forfeited after the IPO[75](index=75&type=chunk) - The fair value of **50,000** Founder Shares granted to director nominees was **\$487,000** (**\$9.74** per share), but no stock-based compensation expense has been recognized as the performance condition (Business Combination) is not yet probable[76](index=76&type=chunk) - The Company pays the Sponsor up to **\$20,000** per month for administrative support, including a portion allocated to the CFO's salary, incurring **\$60,000** for the three months and **\$180,000** for the nine months ended September 30, 2022[78](index=78&type=chunk) - The Sponsor previously issued a **\$300,000** unsecured promissory note to the Company, which was repaid on November 18, 2021[79](index=79&type=chunk) - Working Capital Loans from related parties may be provided to finance transaction costs, repayable upon Business Combination or convertible into warrants, with no such loans outstanding as of September 30, 2022[81](index=81&type=chunk) [NOTE 6. COMMITMENTS AND CONTINGENCIES](index=19&type=section&id=NOTE%206.%20COMMITMENTS%20AND%20CONTINGENCIES) This note outlines the company's contractual obligations, potential liabilities, and other commitments - Holders of Founder Shares, Private Placement Warrants, and Working Capital Loan warrants have registration rights, requiring the Company to register these securities for resale[84](index=84&type=chunk) - A deferred underwriting fee of **\$8,750,000** is payable to the underwriter from the Trust Account only upon completion of a Business Combination[85](index=85&type=chunk) - The Company has consulting arrangements for identification and negotiation with potential targets, incurring **\$30,000** for the three months and **\$63,000** for the nine months ended September 30, 2022[86](index=86&type=chunk) [NOTE 7. STOCKHOLDERS' DEFICIT](index=19&type=section&id=NOTE%207.%20STOCKHOLDERS'%20DEFICIT) This note provides details on the company's capital structure, including authorized and outstanding shares, and warrant terms - The Company is authorized to issue up to **1,000,000** shares of preferred stock, but none were issued or outstanding as of September 30, 2022, and December 31, 2021[87](index=87&type=chunk) - There were **25,000,000** shares of Class A common stock subject to possible redemption and **6,250,000** shares of Class B common stock issued and outstanding as of September 30, 2022[88](index=88&type=chunk)[89](index=89&type=chunk) - Class B common stock will automatically convert into Class A common stock on a one-for-one basis upon a Business Combination, with potential adjustments based on additional equity issuances[90](index=90&type=chunk)[91](index=91&type=chunk) - There are **8,333,333** Public Warrants and **8,000,000** Private Placement Warrants outstanding, exercisable for Class A common stock at **\$11.50** per share, becoming exercisable later of **30 days** post-Business Combination or **12 months** from IPO closing[93](index=93&type=chunk)[102](index=102&type=chunk) - Public Warrants may be redeemed by the Company if Class A common stock price equals or exceeds **\$18.00** for **20 trading days** within a **30-day** period[98](index=98&type=chunk) [NOTE 8. FAIR VALUE MEASUREMENTS](index=23&type=section&id=NOTE%208.%20FAIR%20VALUE%20MEASUREMENTS) This note explains the methodology and classification of financial instruments measured at fair value - The Company classifies its financial assets and liabilities using a fair value hierarchy (Level 1, 2, 3) based on observable and unobservable inputs[104](index=104&type=chunk)[106](index=106&type=chunk) Fair Value of Marketable Securities Held in Trust Account (Level 1) | Description | Level | September 30, 2022 | December 31, 2021 | | :-------------------------------- | :---- | :------------------- | :------------------ | | Marketable securities held in Trust Account | 1 | \$256,456,862 | \$254,992,376 | [NOTE 9. SUBSEQUENT EVENTS](index=24&type=section&id=NOTE%209.%20SUBSEQUENT%20EVENTS) This note reports on significant events occurring after the balance sheet date but before the financial statements were issued - The Company evaluated subsequent events up to the financial statement issuance date and identified no events requiring adjustment or disclosure[107](index=107&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition and operational results, highlighting its status as a blank check company, its financial performance driven by trust account interest, and significant liquidity concerns related to completing a business combination [Overview](index=25&type=section&id=Overview) This section provides an overview of Overview - New Providence Acquisition Corp. II is a blank check company formed to effectuate a business combination, having completed its IPO on November 9, 2021, raising **\$250,000,000** from units and **\$12,000,000** from private placement warrants[110](index=110&type=chunk)[111](index=111&type=chunk) - A total of **\$255,000,000** was placed in a trust account following the IPO and private placement, with **\$14,566,172** incurred in IPO-related costs[112](index=112&type=chunk) [Results of Operations](index=25&type=section&id=Results%20of%20Operations) This section provides an overview of Results of Operations - The company has not generated operating revenues to date, with activities focused on organizational tasks, IPO preparation, and identifying a target for a business combination[113](index=113&type=chunk) - Non-operating income is generated from interest on marketable securities held in the trust account[113](index=113&type=chunk) Net Income (Loss) Summary | Period | Net Income (Loss) | | :------------------------------------------ | :------------------ | | Three months ended September 30, 2022 | \$746,857 | | Nine months ended September 30, 2022 | \$289,012 | | Three months ended September 30, 2021 | \$(22,464) | | Period from January 1, 2021 through September 30, 2021 | \$(23,529) | - Net income for the three and nine months ended September 30, 2022, was primarily driven by interest earned and unrealized gains on marketable securities in the trust account, offsetting operating and formation costs and income taxes[114](index=114&type=chunk)[115](index=115&type=chunk) [Liquidity and Going Concern](index=26&type=section&id=Liquidity%20and%20Going%20Concern) This section provides an overview of Liquidity and Going Concern - Cash used in operating activities was **\$549,756** for the nine months ended September 30, 2022, influenced by interest income and unrealized gains on trust account securities[117](index=117&type=chunk) - As of September 30, 2022, the company held **\$256,456,862** in marketable securities in the trust account and **\$531,769** in cash outside the trust account[119](index=119&type=chunk)[121](index=121&type=chunk) - The company intends to use trust account funds for a business combination and non-trust funds for identifying and evaluating target businesses[120](index=120&type=chunk)[121](index=121&type=chunk) - The company may need additional capital from its Sponsor or other parties, and the uncertainty of completing a business combination by May 9, 2023, raises **substantial doubt** about its ability to continue as a **going concern**[124](index=124&type=chunk) [Off-Balance Sheet Financing Arrangements](index=27&type=section&id=Off-Balance%20Sheet%20Financing%20Arrangements) This section provides an overview of Off-Balance Sheet Financing Arrangements - As of September 30, 2022, the company had no off-balance sheet arrangements, such as relationships with unconsolidated entities or special purpose entities[125](index=125&type=chunk) [Contractual Obligations](index=27&type=section&id=Contractual%20Obligations) This section provides an overview of Contractual Obligations - The company has no long-term debt or lease obligations, but is committed to paying its Sponsor up to **\$20,000** per month for administrative services until a business combination or liquidation[126](index=126&type=chunk) - A deferred underwriting fee of **\$8,750,000** is payable upon the completion of a business combination[127](index=127&type=chunk) [Critical Accounting Policies](index=27&type=section&id=Critical%20Accounting%20Policies) This section provides an overview of Critical Accounting Policies - The company accounts for warrants as equity-classified instruments based on specific terms and applicable authoritative guidance (ASC 480 and ASC 815)[130](index=130&type=chunk) - Class A common stock subject to possible redemption is classified as temporary equity and measured at redemption value, as redemption rights are outside the company's control[131](index=131&type=chunk) - Net income (loss) per common stock is computed using the two-class method, with remeasurement of redeemable Class A common stock excluded[132](index=132&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=29&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, New Providence Acquisition Corp. II is exempt from providing detailed quantitative and qualitative disclosures about market risk - The company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[135](index=135&type=chunk) [Item 4. Controls and Procedures](index=29&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were not effective as of September 30, 2022, due to a material weakness in accounting for accrued expenses. Remediation efforts are underway to enhance accounting standards evaluation and communication - Management concluded that disclosure controls and procedures were not effective as of September 30, 2022, due to a **material weakness** related to the accounting for accrued expenses[137](index=137&type=chunk)[138](index=138&type=chunk) - Despite the **material weakness**, management believes the condensed financial statements fairly present the company's financial position, results of operations, and cash flows after additional analysis[137](index=137&type=chunk) - Remediation plans include enhancing the system for evaluating accounting standards, improving analyses by personnel and third-party professionals, and increasing communication regarding accrued expenses[138](index=138&type=chunk)[140](index=140&type=chunk) [PART II – OTHER INFORMATION](index=30&type=section&id=Part%20II.%20Other%20Information) This section covers legal proceedings, risk factors, equity sales, defaults, mine safety, other information, and exhibits [Item 1. Legal Proceedings](index=30&type=section&id=Item%201.%20Legal%20Proceedings) New Providence Acquisition Corp. II reported no legal proceedings as of the filing date - The company has no legal proceedings[142](index=142&type=chunk) [Item 1A. Risk Factors](index=30&type=section&id=Item%201A.%20Risk%20Factors) This section refers to previously disclosed risk factors in prior SEC filings and highlights a newly identified material weakness in internal control over financial reporting related to accrued expenses, which could adversely affect financial reporting and business operations - The company refers to risk factors described in its Annual Report on Form 10-K for December 31, 2021, and Current Report on Form 10-Q for March 31, 2022[143](index=143&type=chunk) - A **material weakness** in internal control over financial reporting related to the accounting for accrued expenses has been identified as of September 30, 2022[144](index=144&type=chunk)[145](index=145&type=chunk) - This **material weakness** could adversely affect the company's ability to accurately report financial results in a timely manner, impact investor confidence, and potentially delay a Business Combination[144](index=144&type=chunk)[146](index=146&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=30&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the unregistered sale of equity securities, specifically the private placement warrants, and the allocation of proceeds from the IPO and private placement, with the majority placed in the trust account - On November 9, 2021, the company consummated its IPO of **25,000,000** Units at **\$10.00** per Unit, generating **\$250,000,000**[147](index=147&type=chunk) - Simultaneously, the Sponsor purchased **8,000,000** private placement warrants at **\$1.50** each, generating **\$12,000,000**, issued under Section 4(a)(2) of the Securities Act[148](index=148&type=chunk) - Total IPO-related costs were **\$14,566,172**, including **\$5,000,000** in underwriting fees and **\$8,750,000** in deferred underwriting fees[149](index=149&type=chunk) - After deducting fees and expenses, net proceeds from the IPO and private placement totaled **\$256,183,828**, with **\$255,000,000** placed in the trust account[150](index=150&type=chunk) [Item 3. Defaults Upon Senior Securities](index=30&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) New Providence Acquisition Corp. II reported no defaults upon senior securities - The company has no defaults upon senior securities[151](index=151&type=chunk) [Item 4. Mine Safety Disclosures](index=31&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to New Providence Acquisition Corp. II - Mine Safety Disclosures are not applicable to the company[152](index=152&type=chunk) [Item 5. Other Information](index=31&type=section&id=Item%205.%20Other%20Information) New Providence Acquisition Corp. II reported no other information - The company has no other information to disclose under this item[153](index=153&type=chunk) [Item 6. Exhibits](index=32&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of, or incorporated by reference into, the Quarterly Report, including organizational documents, certifications, and XBRL-related documents - Exhibits include Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws, certifications of principal executive and financial officers, and Inline XBRL documents[156](index=156&type=chunk) [PART III – SIGNATURES](index=33&type=section&id=Part%20III.%20Signatures) This section contains the official signatures of the company's authorized officers, certifying the report's accuracy [Signatures](index=33&type=section&id=Signatures) The report is duly signed on behalf of New Providence Acquisition Corp. II by its Chief Executive Officer, Gary Smith, and Chief Financial Officer, James Bradley, on November 3, 2022 - The report was signed by Gary Smith, Chief Executive Officer, and James Bradley, Chief Financial Officer, on November 3, 2022[161](index=161&type=chunk)

PART I – FINANCIAL INFORMATION This section presents the company's unaudited interim financial statements, management's discussion and analysis, market risk disclosures, and internal controls [Item 1. Interim Financial Statements](index=4&type=section&id=Item%201.%20Interim%20Financial%20Statements) This section presents the unaudited condensed financial statements, including the balance sheets, statements of operations, changes in stockholders' equity (deficit), and cash flows, along with detailed notes explaining the company's organization, accounting policies, and specific financial instruments [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) This section provides a snapshot of the company's financial position, detailing assets, liabilities, and stockholders' deficit at specific reporting dates Condensed Balance Sheet Highlights (June 30, 2022 vs. December 31, 2021) | Metric | June 30, 2022 (Unaudited) | December 31, 2021 | | :----------------------------------- | :-------------------------- | :------------------ | | Cash | $772,239 | $1,081,525 | | Marketable securities held in Trust Account | $255,223,647 | $254,992,893 | | Total Assets | $256,417,941 | $256,638,831 | | Total Liabilities | $9,890,305 | $9,653,350 | | Class A common stock subject to possible redemption | $255,000,000 | $255,000,000 | | Total Stockholders' Deficit | $(8,472,364) | $(8,014,519) | - The company's cash decreased from **$1,081,525** at December 31, 2021, to **$772,239** at June 30, 2022[11](index=11&type=chunk) - Marketable securities held in the Trust Account slightly increased from **$254,992,893** to **$255,223,647**, reflecting interest earned[11](index=11&type=chunk) [Unaudited Condensed Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Statements%20of%20Operations) This section details the company's financial performance over specific periods, outlining revenues, expenses, and net loss Condensed Statements of Operations Highlights | Metric | Three Months Ended June 30, 2022 | Three Months Ended June 30, 2021 | Six Months Ended June 30, 2022 | Period from Jan 1, 2021 through June 30, 2021 | | :------------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :---------------------------------------------- | | Formation and operating costs | $310,187 | $65 | $654,445 | $1,065 | | Interest earned on marketable securities | $248,900 | — | $313,454 | — | | Unrealized loss on marketable securities | $(41,103) | — | $(82,700) | — | | Net loss | $(136,544) | $(65) | $(457,845) | $(1,065) | | Basic and diluted net loss per share, Class A | $(0.00) | — | $(0.01) | — | | Basic and diluted net loss per share, Class B | $(0.00) | $(0.00) | $(0.01) | $(0.00) | - The company reported a **net loss of $136,544** for the three months ended June 30, 2022, and **$457,845** for the six months ended June 30, 2022, primarily due to formation and operating costs, partially offset by interest income from the Trust Account[13](index=13&type=chunk) - Interest earned on marketable securities held in the Trust Account was **$248,900** for the three months and **$313,454** for the six months ended June 30, 2022[13](index=13&type=chunk) [Unaudited Condensed Statements of Changes in Stockholders' (Deficit) Equity](index=6&type=section&id=Unaudited%20Condensed%20Statements%20of%20Changes%20in%20Stockholders'%20(Deficit)%20Equity) This section tracks changes in the company's equity or deficit over time, reflecting net income or loss and other equity transactions Changes in Stockholders' Deficit (January 1, 2022 to June 30, 2022) | Metric | January 1, 2022 | March 31, 2022 | June 30, 2022 | | :-------------------- | :-------------- | :------------- | :------------ | | Accumulated Deficit | $(8,015,144) | $(8,336,445) | $(8,472,989) | | Total Stockholders' Deficit | $(8,014,519) | $(8,335,820) | $(8,472,364) | - The accumulated deficit increased from **$(8,015,144)** at January 1, 2022, to **$(8,472,989)** at June 30, 2022, reflecting the net losses incurred[15](index=15&type=chunk) [Unaudited Condensed Statement of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Statement%20of%20Cash%20Flows) This section summarizes the cash inflows and outflows from operating, investing, and financing activities over a period Condensed Statements of Cash Flows Highlights | Metric | Six Months Ended June 30, 2022 | Period from Jan 1, 2021 through June 30, 2021 | | :-------------------------------- | :----------------------------- | :---------------------------------------------- | | Net loss | $(457,845) | $(1,065) | | Net cash used in operating activities | $(309,286) | — | | Net cash provided by financing activities | — | — | | Cash – End of period | $772,239 | $0 | - Net cash used in operating activities was **$309,286** for the six months ended June 30, 2022[19](index=19&type=chunk) - Cash at the end of the period was **$772,239** as of June 30, 2022[19](index=19&type=chunk) [Notes to Unaudited Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) This section provides detailed explanations and additional information supporting the figures presented in the condensed financial statements [NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, LIQUIDITY, AND RISKS AND UNCERTAINTIES](index=8&type=section&id=NOTE%201.%20DESCRIPTION%20OF%20ORGANIZATION,%20BUSINESS%20OPERATIONS,%20LIQUIDITY,%20AND%20RISKS%20AND%20UNCERTAINTIES) This note describes the company's nature as a blank check company, its purpose to effectuate a business combination, details of its Initial Public Offering (IPO) and private placement, the establishment and use of the Trust Account, and the associated liquidity and going concern risks - The Company is a **blank check company** formed on November 16, 2020, to pursue a business combination[22](index=22&type=chunk) - The Initial Public Offering (IPO) on November 9, 2021, generated gross proceeds of **$250,000,000** from **25,000,000 units** at **$10.00 per unit**[25](index=25&type=chunk) - Simultaneously, a private placement of **8,000,000 warrants** at **$1.50 each** generated **$12,000,000**[26](index=26&type=chunk) - A total of **$255,000,000** was placed in a Trust Account, invested in U.S. government securities, to be used for a business combination or stockholder redemption[28](index=28&type=chunk) - The Company has until **May 9, 2023**, to consummate a Business Combination, and the inability to do so raises substantial doubt about its ability to continue as a **going concern**[41](index=41&type=chunk) [NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=11&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note outlines the significant accounting policies, including the basis of presentation, the company's status as an emerging growth company, and specific treatments for marketable securities, redeemable common stock, offering costs, income taxes, and warrants - The unaudited condensed financial statements are prepared in accordance with **GAAP** for interim financial information and **SEC regulations**[44](index=44&type=chunk) - The Company is an **'emerging growth company'** and has elected not to opt out of the extended transition period for new accounting standards[46](index=46&type=chunk)[47](index=47&type=chunk) - Marketable securities held in the Trust Account are classified as **trading securities** and presented at fair value[53](index=53&type=chunk) - Class A common stock subject to possible redemption is classified as **temporary equity** at redemption value[54](index=54&type=chunk) - Warrants are accounted for as **equity-classified instruments** based on specific terms and applicable accounting guidance[68](index=68&type=chunk) [NOTE 3. INITIAL PUBLIC OFFERING](index=15&type=section&id=NOTE%203.%20INITIAL%20PUBLIC%20OFFERING) This note details the terms of the Initial Public Offering, including the number of units sold, the price per unit, and the components of each unit (Class A common stock and redeemable warrants) - The Company sold **25,000,000 units** in its IPO, including a partial exercise of the over-allotment option[72](index=72&type=chunk) - Each unit was sold at **$10.00** and consists of one share of Class A common stock and one-third of one redeemable Public Warrant[72](index=72&type=chunk) - Each Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of **$11.50 per whole share**[72](index=72&type=chunk) [NOTE 4. PRIVATE PLACEMENT](index=17&type=section&id=NOTE%204.%20PRIVATE%20PLACEMENT) This note describes the private placement of warrants to the Sponsor, including the number of warrants, the purchase price, and the use of proceeds - The Sponsor purchased **8,000,000 Private Placement Warrants** at **$1.50 per warrant**, totaling **$12,000,000**[74](index=74&type=chunk) - Proceeds from the Private Placement Warrants were added to the **Trust Account**[74](index=74&type=chunk) - If a Business Combination is not completed, Private Placement Warrants will **expire worthless**[74](index=74&type=chunk) [NOTE 5. RELATED PARTY TRANSACTIONS](index=17&type=section&id=NOTE%205.%20RELATED%20PARTY%20TRANSACTIONS) This note details transactions with related parties, including the issuance of Founder Shares to the Sponsor and directors, an administrative support agreement, and a promissory note from the Sponsor - The Sponsor received **5,750,000 Founder Shares** for **$25,000**, with some shares transferred to director nominees[75](index=75&type=chunk) - The Company pays the Sponsor up to **$20,000 per month** for administrative support services[78](index=78&type=chunk) - For the three and six months ended June 30, 2022, the Company incurred and paid **$60,000** and **$120,000**, respectively, in administrative fees[78](index=78&type=chunk) - A **$300,000 unsecured promissory note** from the Sponsor was repaid on November 18, 2021[79](index=79&type=chunk) [NOTE 6. COMMITMENTS AND CONTINGENCIES](index=19&type=section&id=NOTE%206.%20COMMITMENTS%20AND%20CONTINGENCIES) This note outlines the company's commitments and contingent liabilities, including registration rights for certain securities, deferred underwriting fees, and consulting service arrangements - The underwriter is entitled to a **deferred fee of $8,750,000**, payable upon completion of a Business Combination[84](index=84&type=chunk) - The Company has arrangements with third-party consultants for identification and negotiation with potential targets, incurring **$30,000** and **$33,000** for the three and six months ended June 30, 2022, respectively[85](index=85&type=chunk) [NOTE 7. STOCKHOLDERS' DEFICIT](index=19&type=section&id=NOTE%207.%20STOCKHOLDERS'%20DEFICIT) This note details the authorized and outstanding shares of preferred, Class A, and Class B common stock, as well as the terms and conditions of the Public and Private Placement Warrants, including their exercisability and redemption features - As of June 30, 2022, there were **25,000,000 shares of Class A common stock** subject to possible redemption and **6,250,000 shares of Class B common stock** issued and outstanding[87](index=87&type=chunk)[88](index=88&type=chunk) - Public Warrants (**8,333,333 outstanding**) become exercisable on the later of 30 days after a Business Combination or 12 months from the IPO closing, expiring five years from Business Combination completion[92](index=92&type=chunk) - Private Placement Warrants (**8,000,000 outstanding**) are identical to Public Warrants but are non-transferable, exercisable on a cashless basis, and non-redeemable[101](index=101&type=chunk) [NOTE 8. FAIR VALUE MEASUREMENTS](index=23&type=section&id=NOTE%208.%20FAIR%20VALUE%20MEASUREMENTS) This note provides information on the fair value measurements of the company's financial assets and liabilities, classifying them according to the fair value hierarchy Fair Value of Marketable Securities Held in Trust Account | Description | Level | June 30, 2022 | December 31, 2021 | | :-------------------------------- | :---- | :-------------- | :------------------ | | Marketable securities held in Trust Account | 1 | $255,223,647 | $254,992,376 | - Marketable securities held in the Trust Account are classified as **Level 1**, indicating they are valued using quoted prices in active markets for identical assets[104](index=104&type=chunk)[105](index=105&type=chunk) [NOTE 9. SUBSEQUENT EVENTS](index=24&type=section&id=NOTE%209.%20SUBSEQUENT%20EVENTS) This note states that management evaluated subsequent events up to the financial statement issuance date and found no events requiring adjustment or disclosure - No subsequent events requiring adjustment or disclosure were identified by management[106](index=106&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition and results of operations, discussing its status as a blank check company, financial performance, liquidity, and critical accounting policies, including the identified material weakness in internal controls [Overview](index=25&type=section&id=Overview) This section provides a high-level summary of the company's formation, purpose as a blank check company, and initial financial activities - The Company is a **blank check company** formed to effectuate a business combination, having completed its IPO and private placement in November 2021[109](index=109&type=chunk)[110](index=110&type=chunk) - A total of **$255,000,000** was placed in the trust account following the IPO and private placement[111](index=111&type=chunk) - The Company incurred **$14,566,172** in IPO-related costs, including **$8,750,000** in deferred underwriting fees[111](index=111&type=chunk) [Results of Operations](index=25&type=section&id=Results%20of%20Operations) This section analyzes the company's financial performance, highlighting the absence of operating revenues and the impact of formation costs and interest income on net loss - The Company has not generated operating revenues to date, with activities focused on organizational tasks, IPO preparation, and identifying a target for a business combination[112](index=112&type=chunk) Net Loss and Key Components | Period | Net Loss | Operating and Formation Costs | Interest Income (Trust Account) | Unrealized Loss (Trust Account) | | :------------------------------- | :--------- | :---------------------------- | :------------------------------ | :------------------------------ | | Three months ended June 30, 2022 | $(136,544) | $310,187 | $248,900 | $(41,103) | | Six months ended June 30, 2022 | $(457,845) | $654,445 | $313,454 | $(82,700) | | Three months ended June 30, 2021 | $(65) | $65 | — | — | | Jan 1, 2021 - June 30, 2021 | $(1,065) | $1,065 | — | — | [Liquidity and Going Concern](index=27&type=section&id=Liquidity%20and%20Going%20Concern) This section assesses the company's ability to meet its short-term obligations and continue operations, addressing cash resources, funding needs, and the uncertainty of completing a business combination - As of June 30, 2022, the Company had **$772,239** in cash outside the trust account and **$255,223,647** in marketable securities within the trust account[118](index=118&type=chunk)[120](index=120&type=chunk) - The Company expects to use funds outside the trust account for identifying and evaluating target businesses and related due diligence[120](index=120&type=chunk) - The Company may need to raise additional capital through loans from its Sponsor, stockholders, officers, directors, or third parties[123](index=123&type=chunk) - The Company has until **May 9, 2023**, to consummate a Business Combination, and the uncertainty of meeting this deadline raises substantial doubt about its ability to continue as a **going concern**[123](index=123&type=chunk) [Off-Balance Sheet Financing Arrangements](index=28&type=section&id=Off-Balance%20Sheet%20Financing%20Arrangements) This section confirms the absence of any off-balance sheet obligations, assets, or liabilities for the company - The Company has no obligations, assets, or liabilities considered **off-balance sheet arrangements** as of June 30, 2022[124](index=124&type=chunk) [Contractual Obligations](index=28&type=section&id=Contractual%20Obligations) This section details the company's significant contractual commitments, including administrative support fees and deferred underwriting fees - The Company has an agreement to pay its Sponsor up to **$20,000 per month** for administrative support services, which commenced on November 4, 2021[125](index=125&type=chunk) - A **deferred underwriting fee of $8,750,000** is payable to the underwriter upon completion of a Business Combination[126](index=126&type=chunk) [Critical Accounting Policies](index=28&type=section&id=Critical%20Accounting%20Policies) This section outlines the key accounting policies that require significant judgment and estimation, specifically for warrants and redeemable common stock - The Company accounts for warrants as **equity-classified instruments** based on specific terms and applicable accounting guidance[128](index=128&type=chunk) - Class A common stock subject to possible redemption is classified as **temporary equity** at redemption value[129](index=129&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=29&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the Company is not required to provide quantitative and qualitative disclosures about market risk - The Company is a **smaller reporting company** and is exempt from providing quantitative and qualitative disclosures about market risk[132](index=132&type=chunk) [Item 4. Controls and Procedures](index=29&type=section&id=Item%204.%20Controls%20and%20Procedures) This section discusses the evaluation of the company's disclosure controls and procedures, identifying a material weakness in internal accounting controls related to accrued expenses, and outlining remediation plans [Evaluation of Disclosure Controls and Procedures](index=29&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) This section reports on management's assessment of the effectiveness of the company's disclosure controls, noting a material weakness but affirming fair financial statement presentation - Management concluded that disclosure controls and procedures were **not effective** as of June 30, 2022, due to a **material weakness** in the accounting for accrued expenses[134](index=134&type=chunk) - Despite the material weakness, management believes the condensed financial statements fairly present the financial position, results of operations, and cash flows[134](index=134&type=chunk) [Changes in Internal Control Over Financial Reporting](index=29&type=section&id=Changes%20in%20Internal%20Control%20Over%20Financial%20Reporting) This section outlines the company's plans to remediate the identified material weakness by enhancing accounting standard evaluation and communication with third-party professionals - The Company plans to enhance its system for evaluating and implementing accounting standards, particularly for accrued expenses, through enhanced analyses and increased communication with third-party professionals[135](index=135&type=chunk)[138](index=138&type=chunk) - No other material changes in internal control over financial reporting occurred during the most recent fiscal quarter[138](index=138&type=chunk) PART II – OTHER INFORMATION This section provides additional disclosures not covered in the financial statements, including legal proceedings, risk factors, equity sales, and exhibits [Item 1. Legal Proceedings](index=31&type=section&id=Item%201.%20Legal%20Proceedings) The Company reported no legal proceedings - There are no legal proceedings[141](index=141&type=chunk) [Item 1A. Risk Factors](index=31&type=section&id=Item%201A.%20Risk%20Factors) This section highlights the material weakness in internal control over financial reporting as a significant risk factor, detailing its potential adverse effects on financial reporting and investor confidence [Material Weakness](index=31&type=section&id=Material%20Weakness) This section details the identified material weakness in internal control over financial reporting related to accrued expenses and its potential negative impact on the company - A **material weakness** in internal control over financial reporting related to accrued expenses has been identified as of June 30, 2022[143](index=143&type=chunk)[144](index=144&type=chunk) - This material weakness could adversely affect investor confidence, business operations, and the ability to accurately report financial results in a timely manner[143](index=143&type=chunk)[145](index=145&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=31&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section provides details on the Initial Public Offering and the private placement of warrants, including the gross proceeds, offering costs, and the allocation of net proceeds to the trust account - The IPO generated **$250,000,000** from **25,000,000 units** at **$10.00 per unit**[146](index=146&type=chunk) - The Sponsor purchased **8,000,000 private placement warrants** for **$12,000,000**[147](index=147&type=chunk) - Total IPO-related costs were **$14,566,172**, including **$8,750,000** in deferred underwriting fees[148](index=148&type=chunk) - Net proceeds of **$256,183,828** from the IPO and private placement, with **$255,000,000** placed in the trust account[149](index=149&type=chunk) [Item 3. Defaults Upon Senior Securities](index=32&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The Company reported no defaults upon senior securities - There were no defaults upon senior securities[151](index=151&type=chunk) [Item 4. Mine Safety Disclosures](index=32&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the Company - This item is not applicable[152](index=152&type=chunk) [Item 5. Other Information](index=32&type=section&id=Item%205.%20Other%20Information) The Company reported no other information - There is no other information to report[153](index=153&type=chunk) [Item 6. Exhibits](index=33&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of, or incorporated by reference into, the Quarterly Report, including certifications, corporate documents, and XBRL data files - Exhibits include certifications of principal executive and financial officers, corporate documents (Amended and Restated Certificate of Incorporation, Bylaws), and Inline XBRL documents[156](index=156&type=chunk) SIGNATURES This section formally concludes the report with the required signatures from the company's executive officers [Signatures](index=34&type=section&id=Signatures) The report is duly signed on behalf of New Providence Acquisition Corp. II by its Chief Executive Officer, Gary Smith, and Chief Financial Officer, James Bradley, on August 9, 2022 - The report was signed by Gary Smith, Chief Executive Officer, and James Bradley, Chief Financial Officer, on August 9, 2022[162](index=162&type=chunk)