Alexander Coleman - 29 Jul 2024 Form 4 Insider Report for New Providence Acquisition Corp. II

Footnote F1

Pursuant to the Issuer's Amended and Restated Certificate of Incorporation, the shares of Class B common stock, par value $0.0001 per share, are convertible, at the option of the holder at any time, and from time to time, into shares of Class A common stock, par value $0.0001 per share, of the Issuer on a one-for-one basis, for no additional consideration, and have no expiration date. On July 29, 2024, New Providence Acquisition II LLC (the "Sponsor") elected to convert 3,199,999 shares of Class B common stock held by it into 3,199,999 shares of Class A common stock.

Footnote F2

The securities reported herein are held by the Sponsor. The Reporting Person and Gary P. Smith are the co-managers of the Reporting Person (the "Co-Managers"), and as such, have voting and investment discretion with respect to the securities held directly by the Sponsor and may be deemed to have shared beneficial ownership of securities held directly by the Sponsor. The Co-Managers also serve on the Issuer's board of directors. The business address of the Sponsor is c/o New Providence Acquisition Corp. II, 10900 Research Blvd, Suite 160C, PMB 1081, Austin, TX 78759. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, and the inclusion of these securities in this Report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.