Amended Current Report Filing (8-k/a)
April 23 2021 - 05:26PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
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
previously reported, on April 6, 2021, AST & Science, LLC completed its business combination with New Providence Acquisition
Corp., a special purpose acquisition company, in connection with which New Providence Acquisition Corp. was renamed AST SpaceMobile,
Inc. (the “Company”) and AST & Science, LLC (the “Subsidiary”) became a subsidiary of the Company
(the “Closing”).
In
order to satisfy its reporting obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
the Company was required to file the Original Form 8-K with the SEC prior to 5:30 p.m. Eastern Time on April 12, 2021.
In
the afternoon Eastern Time on April 12, 2021, Marcum LLP (“Marcum” or the “Company Auditor”), the Company’s
independent registered public accounting firm for the fiscal year ending December 31, 2021, whose appointment was ratified by
the Company’s stockholders at the Company’s recent annual meeting, and who had audited the Company’s consolidated
financial statements as of December 31, 2020 and 2019 and for the year ended December 31, 2020 and for the period from May 28,
2019 (inception) through December 31, 2019, and BDO USA LLP (“BDO” or the “Subsidiary Auditor”), the independent
accounting firm that had audited the Subsidiary’s consolidated financial statements as of and for the years ended December
31, 2020 and 2019, informed the Company that the acting Chief Accountant of the SEC’s Office of the Chief Accountant had
orally notified certain registered public accounting firms, including the Company Auditor and the Subsidiary Auditor, that certain
terms in common warrant agreements issued by many special purpose acquisition companies (collectively, the “Warrants”)
may need to be re-evaluated and accounted for as liabilities, rather than as equity.
Later
in the afternoon of April 12, 2021, prior to the filing of the Original Form 8-K, the Subsidiary Auditor informed the Company’s
management that, in light of its oral discussions with the SEC Staff regarding the accounting for Warrants, and the potentially
material effect such accounting change could have on the Company’s historical financial statements that had been audited
by the Company Auditor and on the Company’s unaudited pro forma condensed combined financial information that had been prepared
based upon such historical financial statements, the Subsidiary Auditor did not authorize its association with the filing of the
Original Form 8-K. Similarly, as a result of these same considerations, the Company Auditor informed the Company that it did not
authorize the incorporation by reference in the Original Form 8-K of the financial statements of the Company included in the Company’s
annual report on Form 10-K filed on March 1, 2021.
In
connection with the decision to file the Original Form 8-K, the Company consulted with securities counsel regarding its filing
obligations under the federal securities laws and its obligations under contracts relating to the business combination transaction,
and engaged in a variety of discussions with its accountants and accounting and legal advisors regarding potential disclosures
to be added to the Original Form 8-K to ensure investors were made aware of the uncertainty surrounding the possible changes to
the accounting treatment of the Warrants. In making the decision to file the Original Form 8-K, the Company considered a variety
of factors, including the fact that no communication from the SEC had been published as of the time of the filing of the Original
Form 8-K and the Company had not yet evaluated the impact, if any, any such communication would have on the Company’s historical
financial statements and the unaudited pro forma condensed combined financial information for the Company based thereon; that
it was not clear whether, when or in what form additional communication from the SEC might be forthcoming; that the Company would
include disclosures in the Original Form 8-K to ensure investors were made aware of the uncertainty surrounding the possible changes
to the accounting treatment of the Warrants; and that, in order to satisfy its reporting obligations under the Exchange Act and
comply with its contractual obligations under contracts relating to the business combination transaction, the Company was obligated
to file the Original Form 8-K prior to 5:30 p.m. Eastern Time on April 12, 2021.
The
Company timely filed the Original Form 8-K on April 12, 2021 and included the following statement so as to acknowledge the then-existing
uncertainty surrounding the possible changes to the accounting treatment of the Warrants: “[t]he Securities and Exchange
Commission has recently informally indicated that they may potentially require former special purpose acquisition companies, such
as the Company, to classify their warrants as fair value liabilities. This treatment has not been reflected in the Company’s
historical financial statements or unaudited pro forma condensed combined financial information incorporated by reference herein.”
In
the evening of April 12, 2021, after the Original Form 8-K had been timely filed by the Company, the Acting Chief Accountant and
Acting Director of the Division of Corporation Finance of the SEC published a statement on the SEC’s website indicating
that the terms of the public and private Warrants issued by many special purpose acquisition companies may need to be accounted
for as liabilities, rather than as equity.
As
a result of this statement from the SEC Staff, the Company, along with many other current and former special purpose acquisition
companies, recently engaged a valuation firm to determine the fair market value of its Warrants. In connection with determining
the accounting impact of liability treatment of its Warrants, the Company is working diligently to conduct a materiality assessment
in accordance with the SEC’s Staff Accounting Bulletin No. 99 prior to determining whether any action is required to be
taken with respect to the Company’s historical financial statements or previously filed unaudited pro forma condensed combined
financial information. The Company does not expect that the audited consolidated financial statements of the Subsidiary as of
December 31, 2020 and 2019 and for the years ended December 31, 2020 and 2019 audited by the Subsidiary Auditor will be affected
in any respect by the potential changes to the accounting treatment of special purpose acquisition company Warrants. The Company
will inform investors of the results of its assessment as soon as practicable.
On
April 16, 2021, the Subsidiary Auditor informed the Company that it was terminating its relationship as the Subsidiary’s
independent auditor and requesting that the Company file this Amendment to the Original Form 8-K to remove Exhibits 99.1 and 99.2
to the Original Form 8-K and to file as an exhibit the Subsidiary Auditor’s communication to the Company. On April 20, 2021,
the Company Auditor requested that the Company file this Amendment to the Original Form 8-K to remove the incorporation by reference
of the Company Auditor’s audit report from the Form 10-K filed on March 1, 2021. Accordingly, the Original Form 8-K is hereby
amended solely to amend and restate Item 9.01 to (i) remove (a) the audited consolidated financial statements of the Subsidiary
as of December 31, 2020 and 2019 and for the years ended December 31, 2020 and 2019, (b) the unaudited pro forma condensed combined
financial information of the Company as of and for the year ended December 31, 2020, which were filed as Exhibits 99.1 and 99.2,
respectively, to the Original Form 8-K and (c) 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, which were incorporated
by reference into Item 9.01(a) of the Original Form 8-K and (ii) file as Exhibit 99.2 hereto the Subsidiary Auditor’s letter,
dated April 16, 2021.
The
Original Form 8-K otherwise remains unchanged.
The
Company provided a copy of this Amendment to the Company Auditor, which has provided its written approval to file this Amendment.
The Company provided the Subsidiary Auditor with a copy of this Amendment and requested that the Subsidiary Auditor furnish it
with a letter addressed to the U.S. Securities and Exchange Commission stating whether it agrees with the above statements. A
copy of the Subsidiary Auditor’s letter, dated April 23, 2021, is included herewith as Exhibit 99.3 to this Current Report
on Form 8-K.
Item
9.01. Financial Statement and Exhibits.
(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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Management’s Discussion and Analysis of Financial Condition and Results of Operations for AST for the years ended December 31, 2020 and 2019 (incorporated by reference to Exhibit 99.3 to the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2021)
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99.2
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Letter from BDO USA LLP, dated April 16, 2021
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99.3
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Letter from BDO USA LLP, dated April 23, 2021
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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:
April 23, 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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