Item 1.01 Entry into a Material Definitive Agreement.

In connection with the special meeting in lieu of an annual meeting of stockholders (the "Extension Meeting") of New Providence Acquisition Corp. II, a Delaware corporation (the "Company"), to extend the date by which the Company has to consummate a business combination (the "Charter Extension") from May 9, 2023 to May 9, 2024, the Company and New Providence Acquisition II LLC (the "Sponsor"), entered into share transfer agreements (each, an "Agreement" and collectively, the "Agreements") with several holders (the "Holders") of the Company's Class A common stock, par value $0.0001 per share (the "Class A Shares"), pursuant to which such Holders have agreed not to redeem an aggregate of 4,600,000 Class A Shares (the "Non-Redeemed Shares") in connection with the Charter Extension. In exchange for the foregoing commitments not to redeem such Non-Redeemed Shares, the Sponsor has agreed to forfeit and surrender to the Company for no consideration an aggregate of 1,380,000 Class A Shares and shares of Class B common stock, par value $0.0001 per share held by the Sponsor, at the closing of the Company's initial business combination, and the Company has agreed to issue an aggregate of 1,380,000 Class A Shares to the Holders at such time.

The foregoing summary of the Agreements does not purport to be complete and is qualified in its entirety by reference to the form of Agreements filed herein as Exhibit 10.1 and incorporated herein by reference.

Important Information and Where to Find It

On April 19, 2023, the Company filed a definitive proxy statement with the Securities and Exchange Commission (the "SEC") in connection with its solicitation of proxies for the Extension Meeting (the "Definitive Proxy Statement"). INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER DOCUMENTS THE COMPANY FILES WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of the Definitive Proxy Statement (including any amendments or supplements thereto) and other documents filed with the SEC through the web site maintained by the SEC at www.sec.gov or by directing a request to: New Providence Acquisition Corp. II, 10900 Research Blvd, Suite 160C, PMB 1081, Austin, TX 78759.

Participants in Solicitation

The Company and its directors and officers may be deemed to be participants in the solicitation of proxies from stockholders in connection with the Extension Meeting. Additional information regarding the identity of these potential participants and their direct or indirect interests, by security holdings or otherwise, is set forth in the Definitive Proxy Statement. You may obtain free copies of these documents using the sources indicated above.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



Exhibit No.   Description
10.1            Form of Share Transfer Agreements
104           Cover Page Interactive Data File (embedded within the Inline XBRL document)




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