UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): ☐ Form 10-K ☐ Form
20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR
For Period Ended: September 30, 2024
☐ Transition Report on Form 10-K
☐ Transition Report on Form 20-F
☐ Transition Report on Form 11-K
☐ Transition Report on Form 10-Q
For the Transition Period Ended: _____________________________
Read Instructions (on back page) Before Preparing
Form. Please Print or Type.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY
THAT THE COMMISSION HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.
If the notification relates to a portion of the
filing checked above, identify the Item(s) to which the notification relates:
PART I -- REGISTRANT INFORMATION
Full Name of Registrant |
New Providence Acquisition Corp. II |
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Former Name if Applicable |
N/A |
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Address of Principal Executive Office
(Street and Number) |
10900 Research Blvd, Suite 160C, PMB 1081 |
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City, State and Zip Code |
Austin, Texas 78759 |
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without
unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed (Check box
if appropriate)
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(a) |
The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
☒ |
(b) |
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
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(c) |
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III -- NARRATIVE
State below in reasonable detail why Forms 10-K,
20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
The Registrant is unable to file its Form 10-Q
for the quarterly period ended September 30, 2024 within the prescribed time period without unreasonable effort or expense, because additional
time is needed to finalize the financial statements to be included in such report. The Registrant anticipates that it will file its Form
10-Q within the five-day grace period provided by Rule 12b-25 of the Securities Exchange Act of 1934, as amended. The Registrant has announced
that it will liquidate.
PART IV --OTHER INFORMATION
(1) Name and telephone number of person to contact
in regard to this notification
Gary P. Smith |
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561 |
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231-7070 |
(Name) |
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(Area Code) |
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(Telephone Number) |
(2) Have all other periodic reports required under
Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12
months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
(3) Is it anticipated that any significant change
in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included
in the subject report or portion thereof?
If so, attach an explanation of the anticipated
change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be
made.
For the three months ended September 30, 2024, the
Registrant had a net loss of $292,612, which consisted of operating costs of $368,515 and a provision for income taxes of $8,985, offset
by interest earned on cash and marketable securities held in Trust Account of $84,888.
For the three months ended September 30, 2023, the
Registrant had net income of $225,699, which consisted of interest earned on cash and marketable securities held in Trust Account of $722,208,
offset by operating costs of $355,345 and a provision for income taxes of $141,164.
For the nine months ended September 30, 2024, the
Registrant had a net loss of $356,389 , which consisted of operating costs of $1,330,422 and a provision for income taxes of $223,273,
offset by interest earned on cash and marketable securities held in the Trust Account of $1,197,306.
For the nine months ended September 30, 2023, the
Registrant had net income of $2,945,394, which consisted of interest earned on cash and marketable securities held in Trust Account of
$5,138,865, offset by operating costs of $1,145,809 and provision for income taxes of $1,047,662.
The amounts reported above are still under review
by the Registrant’s independent registered public accounting firm and accounting staff and may differ once reported in the Form
10-Q to be filed by the Registrant.
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New Providence Acquisition Corp. II |
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(Name of Registrant as Specified in Charter) |
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has caused this notification to be signed on its
behalf by the undersigned hereunto duly authorized.
Date: November 15, 2024 |
By: |
/s/ Gary P. Smith |
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Gary P. Smith |
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Chief Executive Officer and
Chief Financial Officer |
New Providence Acquisiti... (NASDAQ:NPABW)
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New Providence Acquisiti... (NASDAQ:NPABW)
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