Amended Current Report Filing (8-k/a)
May 06 2021 - 4:34PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
(Amendment
No. 2)
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported) April 6, 2021
AST
SpaceMobile, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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001-39040
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84-2027232
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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Midland
Intl. Air & Space Port
2901
Enterprise Lane
Midland,
Texas
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79706
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(Address
of principal executive offices)
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(Zip
Code)
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(432)
276-3966
Registrant’s
telephone number, including area code
New
Providence Acquisition Corp.
10900
Research Blvd
Ste
160C PMB 1081
Austin,
TX 78759
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Class
A common stock, par value $0.0001 per share
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ASTS
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The
Nasdaq Stock Market LLC
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Warrants
exercisable for one share of Class A common stock at an exercise price of $11.50
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ASTSW
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The
Nasdaq Stock Market LLC
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [X]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Explanatory
Note
This
Current Report on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K filed with the Securities and Exchange
Commission (“SEC”) on April 12, 2021 (the “Original Form 8-K”), as amended by Amendment No. 1 on Form 8-K/A filed
with the SEC on April 23, 2021 (“Amendment No. 1” and, together with the Original Form 8-K, the “Amended Form 8-K”).
As
previously reported, in the evening, Eastern Time, on April 12, 2021, the Acting Chief Accountant and Acting Director of the Division
of Corporation Finance of the Securities and Exchange Commission (the “SEC”) released the Staff Statement on Accounting and
Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (the “Staff Statement”). The Staff
Statement sets forth the conclusion of the SEC’s Office of the Chief Accountant that certain provisions included in the warrant
agreements entered into by many special purpose acquisition companies require such warrants to be accounted for as liabilities measured
at fair value, rather than as equity securities, with changes in fair value during each financial reporting period reported in earnings.
AST SpaceMobile, Inc. (formerly known as New Providence Acquisition Corp.) (the “Company”) has previously classified its
private placement warrants and public warrants as equity (for a full description of the Company’s private placement warrants and
public warrants (collectively, the “warrants”), refer to the final prospectus filed in connection with the Company’s
initial public offering on September 12, 2019).
As
previously reported, on April 29, 2021, the Audit Committee of the Board of Directors of the Company, in response to the
Staff Statement, and after discussion with its independent registered public accounting firm, Marcum LLP, its valuation firm and
its legal advisors, concluded that the Company’s previously issued audited financial statements for the year ended December
31, 2020 and for the period from May 28, 2019 (inception) through December 31, 2019 and the Company’s unaudited condensed
financial statements for the period from May 28, 2019 (inception) through September 30, 2019, the three months ended September
30, 2019, the three months ended March 31, 2020 and the three months ended and year-to-date periods ended June 30, 2020 and September
30, 2020, as well as the financial statements as of September 13, 2019 (collectively, the “Affected Periods”)
should be restated to reflect the impact of the guidance in the Staff Statement and accordingly, should no longer be relied upon.
Similarly, the Audit Committee concluded that any previously furnished or filed reports, related earnings releases, investor presentations
or similar communications of the Company describing the Company’s financial results for the Affected Periods should no longer
be relied upon, including previously filed pro forma financial statements.
On
May 6, 2021, the Company filed an amendment to its Annual Report on Form 10-K for the year ended December 31, 2020 filed
with the SEC on March 1, 2021 (the “Amended 10-K”) reflecting this reclassification of the warrants for the Affected
Periods. The adjustments to the financial statement items for the Affected Periods are set forth through expanded disclosure in
the financial statements included in the Amended 10-K, including further describing the restatement and its impact on previously
reported amounts.
The
Company is filing this Amendment to the Amended Form 8-K to (i) incorporate by reference the restated audited financial statements
of the Company as of December 31, 2020 and 2019 and for year ended December 31, 2020 and for the period from May 28, 2019 (inception)
through December 31, 2019 included in the Amended 10-K into Item 9.01(a) of this Current Report on Form 8-K, (ii) incorporate
by reference into Item 9.01(a) of this Current Report and file the audited consolidated financial statements of AST & Science,
LLC (“AST”) as of December 31, 2020 and 2019 and for the years ended December 31, 2020 and 2019 as Exhibit 99.1 and
(iii) incorporate by reference into Item 9.01(a) of this Current Report and file the amended unaudited pro forma condensed
combined financial information of the Company as of and for the year ended December 31, 2020 as Exhibit 99.2. Accordingly, the
Amended Form 8-K is hereby amended solely to amend and restate Item 9.01. The Amended Form 8-K otherwise remains unchanged.
Item
9.01. Financial Statement and Exhibits.
(a)
Financial statements of businesses acquired
The
financial statements of the Company included in the Company’s annual report on Form 10-K/A filed on May 6, 2021 are
incorporated herein by reference.
The
financial statements of AST as of December 31, 2020 and 2019 and for the years ended December 31, 2020 and 2019 set forth in Exhibit
99.1 to this Current Report on Form 8-K, are incorporated herein by reference.
(b)
Pro Forma Financial Information
The
information set forth in Exhibit 99.2 to this Current Report on Form 8-K, which includes the unaudited pro forma condensed combined financial
information of the Company as of and for the year ended December 31, 2020, is incorporated herein by reference.
(d)
Exhibits.
Exhibit
No.
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Description
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2.1*
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Equity Purchase Agreement, dated as of December 15, 2020, by and among AST & Science LLC, New Providence Acquisition Corp., New Providence Management LLC, the AST Existing Equityholder Representative and the AST Existing Equityholders listed on Annex A thereto (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 16, 2020).
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3.1
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Amended and Restated Certificate of Incorporation of AST SpaceMobile, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2021).
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3.2
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Amended and Restated Bylaws of AST SpaceMobile, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2021).
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4.1
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Specimen Common Stock Certificate of the Registrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2021).
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4.2
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Specimen Warrant Certificate of the Registrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2021).
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4.3
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Warrant Agreement, dated September 13, 2019, between Continental Stock Transfer & Trust Company and New Providence Acquisition Corp. (incorporated by reference to the Company’s Current Report on Current Report on Form 8-K filed with the SEC on September 16, 2019).
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10.1*
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Stockholders’ Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2021).
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10.2*
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Sponsor Voting Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2021).
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10.3*
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Registration Rights Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2021).
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10.4*
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Tax Receivable Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2021).
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10.5*
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Fifth Amended and Restated Limited Liability Limited Company Agreement of AST & Science, LLC (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2021).
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10.6†
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AST SpaceMobile, Inc. 2020 Incentive Award Plan (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2021).
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10.7†
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AST SpaceMobile, Inc. 2020 Incentive Award Plan – Form of Stock Option Agreement (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2021).
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10.8†
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AST SpaceMobile, Inc. 2020 Incentive Award Plan – Form of Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2021).
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10.9†
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AST SpaceMobile, Inc. 2020 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2021).
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10.10†
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Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2021).
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10.11†
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Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.11 to the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2021).
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10.12†
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Offer Letter between AST SpaceMobile, Inc. and Abel Avellan (incorporated by reference to Exhibit 10.12 to the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2021).
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10.13†
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Offer Letter between AST SpaceMobile, Inc. and Thomas Severson (incorporated by reference to Exhibit 10.13 to the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2021).
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10.14†
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Offer Letter between AST SpaceMobile, Inc. and Rulfo Hernandez (incorporated by reference to Exhibit 10.14 to the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2021).
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10.15*
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Amended and Restated Series B Preferred Shares Purchase Agreement, dated as of February 4, 2020, by and among AST & Science, LLC, Vodafone Ventures Limited, ATC TRS II LLC and Rakuten Mobile Singapore PTE. LTD. (incorporated by reference to Exhibit 10.15 to the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2021).
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10.16*
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Letter Agreement, dated as of December 15, 2020, by and between AST & Science, LLC and Vodafone Ventures Limited (incorporated by reference to Exhibit 10.16 to the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2021).
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10.17*
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Letter Agreement, dated as of December 15, 2020, by and between AST & Science, LLC and ATC TRS II LLC, as predecessor in interest to ATC TRS IV LLC (incorporated by reference to Exhibit 10.17 to the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2021).
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10.18*
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Amended and Restated Commercial Agreement, dated as of December 15, 2020, by and between AST & Science, LLC and Rakuten Mobile Singapore Pte. Ltd. (incorporated by reference to Exhibit 10.18 to the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2021).
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10.19*
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License Agreement, dated June 21, 2019, by and between SRS Space Limited and AST & Science, LLC (incorporated by reference to Exhibit 10.19 to the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2021).
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10.20*
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Launch Services Contract, dated July 17, 2020, by and between AST & Science, LLC and Joint Stock Company “GK Launch Services” (incorporated by reference to Exhibit 10.20 to the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2021).
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10.21*
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Design and Manufacturing Agreement, dated September 23, 2020, by and between Dialog Semiconductor Operations Services Limited and AST & Science LLC (incorporated by reference to Exhibit 10.21 to the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2021).
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10.22*
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Sublease Agreement, dated November 13, 2018, by and between the Midland Development Corporation and AST & Science, LLC (incorporated by reference to Exhibit 10.22 to the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2021).
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10.25*
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Form of Subscription Agreement, by and between New Providence Acquisition Corp. and the undersigned subscriber party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 16, 2020).
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10.26
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Registration and Stockholder Rights Agreement, dated as of September 13, 2019, by and among New Providence Acquisition Corp., New Providence Management LLC and the holders party thereto (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on September 16, 2019).
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21.1
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List of subsidiaries of AST SpaceMobile, Inc. (incorporated by reference to Exhibit 21.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2021)
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99.1
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Audited
consolidated financial statements of AST as of December 31, 2020 and 2019 and for the years ended December 31, 2020 and
2019
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99.2
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Unaudited pro forma condensed combined financial information of the Company as of and for the year ended December 31, 2020
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99.3
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Management’s Discussion and Analysis of Financial Condition and Results of Operations for AST for the years ended December 31, 2020 and 2019
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*
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Certain
schedules and exhibits to this Exhibit have been omitted pursuant to Item 601(a)(5) or Item 601(b)(10)(iv), as applicable, of Regulation
S-K. The Registrant agrees to furnish supplemental copies of all omitted exhibits and schedules to the Securities and Exchange Commission
upon its request.
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†
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Indicates
a management contract or compensatory plan.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated:
May 6, 2021
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AST
SPACEMOBILE, INC.
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By:
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/s/
Thomas Severson
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Name:
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Thomas
Severson
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Title:
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Chief
Financial and Operating Officer
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