Item
2.01. Completion of Acquisition or Disposition of Assets.
The
information set forth in the “Introductory Note” above is incorporated into this Item 2.01 by reference. On April
1, 2021, the Business Combination was approved by the stockholders of NPA at the Special Meeting. The Business Combination was
completed on April 6, 2021.
Consideration
to NPA’s Stockholders in the Business Combination
In
connection with the Business Combination, holders of 8,460 shares of NPA Class A Common Stock exercised their right to redeem
those shares for cash at an approximate price of $10.09 per share, for an aggregate of approximately $85,348, which was
paid to such holders on the Closing Date. In addition, in connection with NPA’s annual meeting of stockholders held on March
12, 2021 to approve, among other things, an amendment to its charter, holders of 11,836 shares of NPA Class A Common Stock exercised
their right to redeem those shares for cash at an approximate price of $10.09 per share, for an aggregate of approximately $119,406.
Upon
completion of the Business Combination, 5,750,000 shares of NPA Class B Common Stock held by Sponsor and other former holders
of NPA Class B Common Stock converted into shares of NPA Class A Common Stock immediately prior to the Business Combination, which
then converted into shares of Class A Common Stock at the closing of the Business Combination.
Consideration
Payable to the Existing AST Equityholders in the Business Combination
The
consideration paid to the Existing AST Equityholders in connection with the Business Combination consisted of: (i) 51,636,922
shares of Class B Common Stock issued to the Existing AST Equityholders (other than Avellan) and (ii) 78,163,078 shares of Class
C Common Stock issued to Avellan.
The
material terms and conditions of the Equity Purchase Agreement are described in the section entitled “Proposal No. 1 —
The Business Combination Proposal” beginning on page 106 of the Proxy Statement, which are incorporated herein by reference.
Company
Securities Outstanding Following the Business Combination
On
the Closing Date, all of NPA’s outstanding units separated into their component parts of one share of NPA Class A Common
Stock and one half of one NPA Warrant. Immediately after the Business Combination, there were 51,729,704 shares of Class A Common
Stock, Warrants to purchase 17,600,000 shares of Class A Common Stock (including 6,100,000 private placement warrants),
51,636,922 shares of Class B Common Stock and 78,163,078 shares of Class C Common Stock issued and outstanding. On the Closing
Date, there were 129,800,000 AST Common Units outstanding (excluding AST Common Units held by the Company).
FORM
10 INFORMATION
Forward-Looking
Statements
Some
of the information contained in this Current Report on Form 8-K, or incorporated herein by reference, contains forward-looking
statements. When contained in this Current Report on Form 8-K, and incorporated herein by reference, the words “estimates,”
“projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,”
“believes,” “seeks,” “may,” “will,” “should,” “future,”
“propose” and variations of these words or similar expressions (or the negative versions of such words or expressions)
are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance,
conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors,
many of which are outside the Company’s management’s control, that could cause actual results or outcomes to differ
materially from those discussed in the forward-looking statements. These forward-looking statements are based on information available
as of the date of this Current Report on Form 8-K, and current expectations, forecasts and assumptions, and involve a number of
judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views
as of any subsequent date, and the Company does not undertake any obligation to update forward-looking statements to reflect events
or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as
may be required under applicable securities laws.
As
a result of a number of known and unknown risks and uncertainties, the Company’s actual results or performance may be materially
different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are
not limited to:
|
●
|
expectations
regarding the Company’s strategies and future financial performance, including the Company’s future business
plans or objectives, expected functionality of the SpaceMobile Service, anticipated timing and level of deployment of satellites,
anticipated demand and acceptance of mobile satellite services, prospective performance and commercial opportunities and competitors,
the timing of obtaining regulatory approvals, ability to finance its research and development activities, commercial partnership
acquisition and retention, products and services, pricing, marketing plans, operating expenses, market trends, revenues, liquidity,
cash flows and uses of cash, capital expenditures, and the Company’s ability to invest in growth initiatives;
|
|
|
|
|
●
|
the
inability to maintain the listing of the shares of the Class A Common Stock and Warrants of the Company on the NASDAQ;
|
|
|
|
|
●
|
costs
related to being a public company;
|
|
|
|
|
●
|
the
outcome of any legal proceedings that have been or may be instituted against the Company and others as a result of the Business
Combination;
|
|
|
|
|
●
|
the
ability to recognize the anticipated benefits of the Business Combination;
|
|
|
|
|
●
|
limited
liquidity and trading of the Company’s securities;
|
|
|
|
|
●
|
geopolitical
risk and changes in applicable laws or regulations;
|
|
|
|
|
●
|
operational
risk;
|
|
|
|
|
●
|
the
possibility that the COVID-19 pandemic, or another major disease, disrupts the Company’s business;
|
|
|
|
|
●
|
litigation
and regulatory enforcement risks, including the diversion of management time and attention and the additional costs and demands
on the Company’s resources;
|
|
|
|
|
●
|
the
possibility that the Company may be adversely affected by other economic, business, and/or competitive factors; and
|
|
|
|
|
●
|
other
risks and uncertainties indicated in the Proxy Statement, including those set forth under the section entitled “Risk
Factors.”
|
Should
one or more of these risks or uncertainties materialize, or should any of the underlying assumptions prove incorrect, actual results
may vary in material respects from those expressed or implied by these forward-looking statements. You should not place undue
reliance on these forward-looking statements.
Business
The
information set forth in the section entitled “Other Information about AST” beginning on page 171 of the Proxy Statement
is incorporated herein by reference.
Risk
Factors
The
information set forth in the section entitled “Risk Factors” beginning on page 50 of the Proxy Statement is incorporated
herein by reference.
Selected
Consolidated Historical Financial and Other Information
The
following table sets forth selected consolidated historical financial information derived from AST’s audited financial
statements as of and for the years ended December 31, 2020 and 2019. The following summary financial
information should be read in conjunction with the financial statements filed herewith as Exhibit 99.1.
|
|
As of December 31,
|
|
(dollars in thousands)
|
|
2020
|
|
|
2019
|
|
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
42,777
|
|
|
$
|
26,498
|
|
Total property and equipment, net
|
|
|
37,070
|
|
|
|
3,782
|
|
Total assets
|
|
|
99,645
|
|
|
|
35,948
|
|
Total liabilities
|
|
|
19,658
|
|
|
|
6,199
|
|
Total members’ equity
|
|
|
79,987
|
|
|
|
29,749
|
|
|
|
For the Year Ended December 31,
|
|
(dollars in thousands)
|
|
2020
|
|
|
2019
|
|
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
5,967
|
|
|
$
|
1,414
|
|
Cost of sales
|
|
|
(3,025
|
)
|
|
|
(954
|
)
|
Gross Profit
|
|
|
2,942
|
|
|
|
460
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
Engineering Services
|
|
|
13,081
|
|
|
|
4,668
|
|
Research and Development
|
|
|
1,011
|
|
|
|
1,062
|
|
General and Administrative
|
|
|
12,320
|
|
|
|
5,404
|
|
Depreciation and Amortization
|
|
|
887
|
|
|
|
388
|
|
Total Operating Expenses
|
|
|
27,299
|
|
|
|
11,522
|
|
Net Loss
|
|
$
|
(24,405
|
)
|
|
$
|
(11,141
|
)
|
Unaudited
Pro Forma Condensed Combined 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 and AST is incorporated herein by reference.
Management’s
Discussion and Analysis of Financial Condition and Results of Operations and Quantitative and Qualitative Disclosures About Market
Risk
The
Management’s Discussion and Analysis of Financial Condition and Results of Operations for the years ended December 31, 2020
and 2019 is filed herewith as Exhibit 99.3 and incorporated herein by reference.
Facilities
The
information set forth in the section entitled “Other Information about AST — Facilities” on page 179 of the
Proxy Statement is incorporated herein by reference.
Security
Ownership of Certain Beneficial Owners and Management
Following
the Business Combination, AST is a subsidiary of the Company. In its capacity as managing member of AST, the Company will operate
and control all of AST’s business and affairs and will consolidate AST’s financial results into the Company’s
financial statements.
The
following table sets forth information regarding the beneficial ownership of the Company’s Common Stock as of the Closing
Date by:
|
●
|
each
person known to be the beneficial owner of more than 5% of the Company’s outstanding ordinary shares;
|
|
|
|
|
●
|
each
director and each of the Company’s named executive officers; and
|
|
|
|
|
●
|
all
current executive officers and directors as a group.
|
The
information below is based on an aggregate of 51,729,704 shares of Class A Common Stock, 51,636,922 shares of Class B Common Stock
and 78,163,078 shares of Class C Common Stock issued and outstanding as of the Closing Date. Beneficial ownership is determined
according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if she, he or
it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable
or exercisable within 60 days. Voting power represents the combined voting power of shares of Class A Common Stock, Class B Common
Stock and Class C Common Stock owned beneficially by such person. On all matters to be voted upon, holders of shares of Class
A Common Stock, Class B Common Stock and Class C Common Stock will vote together as a single class on all matters submitted to
the stockholders for their vote or approval. Holders of Class A Common Stock and Class B Common Stock are entitled to one vote
per share on all matters submitted to the stockholders for their vote or approval. Prior to the Sunset Date (as defined in the
Stockholders’ Agreement), the holders of Class C Common Stock are entitled to the lesser of (i) 10 votes per share and (ii)
(x) (A) 88.31% minus (B) the total voting power of the outstanding stock of the Company (other than Class C Common Stock) owned
or controlled by Avellan and his permitted transferees, divided by (y) the number of shares of Class C Common Stock then
outstanding on all matters submitted to stockholders for their vote or approval. From and after the Sunset Date, holders of Class
C Common Stock will be entitled to one vote per share.
Unless
otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to
all shares of Common Stock beneficially owned by the individuals below:
|
|
Class A
Common Stock
|
|
|
Class B
Common Stock
|
|
|
Class C
Common Stock
|
|
|
Combined Voting Power (%)(2)
|
|
Name and Address of Beneficial Owner(1)
|
|
Number
|
|
|
%
|
|
|
Number
|
|
|
%
|
|
|
Number
|
|
|
%
|
|
|
|
|
Five Percent Holders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New Providence Management LLC(3)
|
|
|
11,810,000
|
|
|
|
20.4
|
%
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1.3
|
%
|
Rakuten Mobile,
Inc.(4)
|
|
|
2,500,000
|
|
|
|
4.8
|
%
|
|
|
28,520,155
|
|
|
|
55.2
|
%
|
|
|
—
|
|
|
|
—
|
|
|
|
3.5
|
%
|
Invesat LLC (5)
|
|
|
200,000
|
|
|
|
*
|
|
|
|
9,932,541
|
|
|
|
19.2
|
%
|
|
|
—
|
|
|
|
—
|
|
|
|
1.1
|
%
|
Vodafone Ventures Limited (6)
|
|
|
1,000,000
|
|
|
|
1.9
|
%
|
|
|
9,044,454
|
|
|
|
17.5
|
%
|
|
|
—
|
|
|
|
—
|
|
|
|
1.1
|
%
|
ATC TRS II LLC (7)
|
|
|
2,500,000
|
|
|
|
4.8
|
%
|
|
|
2,170,657
|
|
|
|
4.2
|
%
|
|
|
—
|
|
|
|
—
|
|
|
|
*
|
|
Directors and Executive Officers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Abel Avellan
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
78,163,078
|
|
|
|
100
|
%
|
|
|
88.3
|
%
|
Thomas Severson
|
|
|
—
|
|
|
|
—
|
|
|
|
1,595,165
|
|
|
|
3.1
|
%
|
|
|
—
|
|
|
|
—
|
|
|
|
*
|
|
Brian Heller
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Rulfo Hernandez
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Tareq Amin
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Adriana Cisneros(5)
|
|
|
200,000
|
|
|
|
*
|
|
|
|
9,932,541
|
|
|
|
19.2
|
%
|
|
|
—
|
|
|
|
—
|
|
|
|
1.1
|
%
|
Alexander Coleman(3)
|
|
|
11,810,000
|
|
|
|
20.4
|
%
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1.3
|
%
|
Luke Ibbetson
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Edward Knapp
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Hiroshi Mikitani(4)
|
|
|
2,500,000
|
|
|
|
4.8
|
%
|
|
|
28,520,155
|
|
|
|
55.2
|
%
|
|
|
—
|
|
|
|
—
|
|
|
|
3.5
|
%
|
Ronald Rubin
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Richard Sarnoff
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Julio A. Torres
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
All directors and executive officers, as a group (13 individuals)
|
|
|
14,510,000
|
|
|
|
28.0
|
%
|
|
|
38,611,861
|
|
|
|
74.8
|
%
|
|
|
78,163,078
|
|
|
|
100
|
%
|
|
|
94.2
|
%
|
|
(1)
|
Unless
otherwise noted, the business address of each of those listed in the table above is c/o AST SpaceMobile, Inc., Midland Intl.
Air & Space Port, 2901 Enterprise Lane, Midland, Texas 79706.
|
|
|
|
|
(2)
|
Percentage
of combined voting power represents voting power with respect to all shares of Class A common stock, Class B Common Stock
and Class C common stock, voting together as a single class. Holders of Class A Common Stock and Class B Common Stock are
entitled to one vote per share on all matters submitted to the stockholders for their vote or approval. Until the Sunset Date,
holders of Class C Common Stock are entitled to the lesser of (i) 10 votes per share and (ii) (x) (A) 88.31% minus (B) the
total voting power of the outstanding stock of the Company (other than Class C Common Stock) owned or controlled by Avellan
and his permitted transferees, divided by (y) the number of shares of Class C Common Stock then outstanding on all matters
submitted to stockholders for their vote or approval. From and after the Sunset Date, holders of Class C Common Stock will
be entitled to one vote per share.
|
|
|
|
|
(3)
|
Includes
6,100,000 shares of Class A Common Stock underlying the private placement warrants held of record by the Sponsor that will
become exercisable on May 6, 2021. The business address of each of Sponsor and Mr. Coleman is 10900 Research Blvd, Ste 160C,
PMB 1081, Austin, Texas 78759. Mr. Coleman is a director of the Sponsor and as such has voting and investment discretion with
respect to the Class A Common Stock held of record by the Sponsor and may be deemed to have shared beneficial ownership of
the Class A Common Stock held directly by the Sponsor.
|
|
|
|
|
(4)
|
Includes
2,500,000 shares of Class A Common Stock held by Rakuten Mobile, Inc. (“Rakuten”) and 28,520,155 shares of Class
B Common Stock held by Rakuten Mobile USA Service Inc. (“Rakuten USA”).
The business address of each of Mr. Mikitani Rakuten and Rakuten USA is 1-14-1 Tamagawa, Setagaya-ku, Tokyo 158-0094
Japan. Mr. Mikitani is the founder, Chairman and Chief Executive Officer of Rakuten, which is the parent company of Rakuten
USA, and as such has voting and investment discretion with respect to the shares of Common Stock held of record by Rakuten
and Rakuten USA and may be deemed to have shared beneficial ownership of the shares of Common Stock held directly by
Rakuten and Rakuten USA.
|
|
|
|
|
(5)
|
The
business address of each of Ms. Cisneros and Invesat LLC (“Invesat”) is c/o Invesat LLC, 121 Alhambra Cir, Coral
Gables, Florida 33134. Ms. Cisneros is the president of Invesat and as such has voting and investment discretion with respect
to the shares of Common Stock held of record by Invesat and may be deemed to have beneficial ownership of the Common Stock
held directly by Invesat.
|
|
|
|
|
(6)
|
The
business address of Vodafone Ventures Limited is c/o Vodafone Group Services Limited, One Kingdom Street, Paddington Central,
London W2 6BY, UK.
|
|
|
|
|
(7)
|
The
business address of ATC TRS II LLC is 116 Huntington Avenue, 11th floor, Boston, MA 02116.
|
Directors
and Executive Officers
Information
with respect to the Company’s directors and executive officers immediately after the closing is set forth in the section
entitled “SpaceMobile Management After the Business Combination” beginning on page 201 in the Proxy Statement and
Item 5.02 of this Current Report on Form 8-K and is incorporated herein by reference.
Each
of Abel Avellan, Tareq Amin, Adriana Cisneros, Alexander Coleman, Luke Ibbetson, Edward Knapp, Hiroshi Mikitani, Ronald Rubin,
Richard Sarnoff, Thomas Severson and Julio A. Torres were elected to serve as directors of the Company. Mr. Avellan was appointed
as Chairman of the board of directors, and Mr. Torres was appointed as lead independent director. The size of the board is thirteen
members, with two director seats vacant. Biographical information for these individuals is set forth in the section entitled “SpaceMobile
Management After the Business Combination” beginning on page 201 in the Proxy Statement and is incorporated herein by reference.
In accordance with the Second Amended and Restated Certificate of Incorporation of the Company (the “A&R Certificate
of Incorporation”), each director will have a term that expires at the Company’s annual meeting of stockholders in
2021 or until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death.
The
Board appointed Alexander Coleman, Ronald Rubin and Julio A. Torres to serve on the Audit Committee, with Mr. Torres serving as its chairman.
The Board appointed Adriana Cisneros, Alexander Coleman and Julio A. Torres to serve on the Compensation Committee, with Mr. Coleman
serving as its chairman. The Board appointed Adriana Cisneros, Richard Sarnoff and Julio A. Torres to serve on the Nominating and Corporate
Governance Committee, with Mr. Sarnoff serving as its chairman. Information with respect to the Company’s Audit Committee, Compensation
Committee and Nominating and Corporate Governance Committee is set forth in the section entitled “SpaceMobile Management After
the Business Combination — Corporate Governance” beginning on page 203 of the Proxy Statement and is incorporated herein
by reference.
In
connection with the completion of the Business Combination, Abel Avellan was appointed to serve as the Company’s Chief Executive
Officer and Thomas Severson was appointed to serve as Chief Financial Officer. Biographical information for these individuals
is set forth in the section entitled “SpaceMobile Management After the Business Combination” beginning on page 201
of the Proxy Statement and is incorporated by reference herein.
On
April 6, 2021, Brian Heller was appointed to serve as the Company’s Executive Vice President, General Counsel
and Secretary. Mr. Heller has over twenty years of public company experience. Mr. Heller joined AST as its Executive Vice
President, General Counsel and Secretary in February 2021. Prior to joining AST, he served as General Counsel of Castle
Brands Inc., a publicly-traded spirits company, from October 2008 until its sale to Pernod Ricard in October 2019, and as
Senior Vice President - Business and Legal Affairs of Ladenburg Thalmann Financial Services, a publicly-traded financial
services company, from April 2007 until its sale to a portfolio company of Reverence Capital Partners in May 2020. He joined
Ladenburg from AOL Latin America, where he served as Associate General Counsel. Previously, Mr. Heller was a Partner in the
Corporate and Intellectual Property Departments at the Steel Hector & Davis law firm (now Squire Patton Boggs) in Miami,
Florida. Earlier in his career, he served as a law clerk to the Honorable James Lawrence King of the United States District
Court for the Southern District of Florida. Mr. Heller received his J.D., cum laude, from Georgetown University Law Center,
where he was Articles Editor of the Georgetown Law Journal, and his bachelor of science degree from Northwestern
University.
On
April 6, 2021, Rulfo Hernandez was appointed to serve as the Company’s Chief Accounting Officer. Mr. Hernandez joined AST
in February 2021 serving as Chief Accounting Officer. Prior to joining AST, Mr. Hernandez worked at Opko Health Inc., serving
as its Chief Accounting Officer and Treasurer from July 2020 to February 2021 and as Controller from May 2014 to July 2020. Prior
to joining Opko Health Inc. Mr. Hernandez served in various roles at Pricewaterhousecoopers LLP from January 2002 to May 2014.
Mr. Hernandez received a Master’s degree from H. Wayne Huizenenga School of Business and Entrepreneurship and his bachelor’s
degree from Andrés Bello Catholic University.
Executive
Compensation
The
information set forth in the section entitled “Executive and Director Compensation of AST” beginning on page 208 of
the Proxy Statement, which includes the executive compensation information of AST is incorporated herein by reference.
Director
Compensation
The
information set forth in the section entitled “Executive and Director Compensation of AST” beginning on page 208 of
the Proxy Statement, which includes the director compensation information of AST is incorporated herein by reference.
Certain
Relationships and Related Transactions
The
information set forth in the sections entitled “Certain Relationships and Related Party Transactions — NPA’s
Related Party Transactions” beginning on page 220 and “Certain Relationships and Related Party Transactions —
AST’s Related Party Transactions” beginning on page 222 are incorporated herein by reference.
Director
Independence
At
the closing of the Business Combination, the board of directors of the Company adopted Nasdaq listing standards to assess director
independence. The board of directors has determined that each of Adriana Cisneros, Alexander Coleman, Ronald Rubin and Julio A.
Torres qualifies as “independent” under the listing requirements of Nasdaq. Each of Ronald Rubin and Julio A. Torres
is also an “audit committee financial expert” under the rules of the Securities and Exchange Commission.
Legal
Proceedings
The
information set forth in the section entitled “Other Information about AST—Legal Proceedings” on page 179 of
the Proxy Statement is incorporated herein by reference.
Market
Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters
Prior
to the Closing Date, the Company’s publicly traded units, common stock and warrants were listed on Nasdaq under the symbols
“NPAUU,” “NPA,” and “NPAWW,” respectively. Upon the Closing, the Company’s Class A Common
Stock and warrants were listed on Nasdaq under the symbols “ASTS” and “ASTSW,” respectively. The Company’s
publicly traded units automatically separated into their component securities upon the closing of the Business Combination, and
as a result, no longer trade as a separate security and were delisted from Nasdaq.
As
of April 6, 2021, following the completion of the Business Combination, there were 28 holders of record of Class A Common
Stock and two holders of record of Warrants. However, because many of the shares of Class A Common Stock and the Warrants
are held by brokers and other institutions on behalf of stockholders, the Company believes there are substantially more beneficial
holders of Class A Common Stock and Warrants than record holders.
The
information set forth in the section entitled “Price Range of Securities and Dividends—NPA” on page 247 of the
Proxy Statement is incorporated herein by reference.
Market
Information and Holders of the Company
As
of April 6, 2021, following the completion of the Business Combination, there were 11,500,000 Warrants and 136,333,767 AST Common
Units (excluding AST Common Units held by the Company), which are convertible into Class A Common Stock, outstanding. The Company
has reserved a total of 10,800,000 shares of Class A Common Stock for issuance pursuant to the 2020 Incentive Award Plan, subject
to certain adjustments set forth therein.
Dividends
of the Company
NPA
has never paid any cash dividends on NPA’s Class A Common Stock. The payment of cash dividends in the future will be dependent
upon revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of the Business
Combination. The payment of any cash dividends subsequent to the Business Combination will be within the discretion of the Company’s
board of directors and the board of directors will consider whether or not to institute a dividend policy. The board of directors
currently anticipates the Company will retain all earnings of the Company, if any, for use in the Company’s business and
operations and, accordingly, the board of directors does not anticipate declaring any dividends in the foreseeable future.
Description
of Registrant’s Securities
Pursuant
to the A&R Certificate of Incorporation, there are 1,225,000,000 shares authorized, of which 800,000,000 shares will be shares
of Class A Common Stock, 200,000,000 shares will be shares of Class B Common Stock 125,000,000 shares will be shares of Class
C Common Stock, and 100,000,000 shares will be shares of preferred stock, par value $0.0001 per share.
The
information set forth in the section entitled “Description of SpaceMobile Securities” beginning on page 239 of the
Proxy Statement is incorporated herein by reference.
Indemnification
of Directors and Officers
In
connection with the closing of the Business Combination, the Company entered into indemnification agreements with each of its
directors and executive officers. Each indemnification agreement provides for indemnification and advancement by the Company of
certain expenses and costs relating to claims, suits or proceedings arising from service to the Company or, at its request, service
to other entities, as officers or directors to the maximum extent permitted by applicable law. The foregoing description of the
indemnification agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the
indemnification agreements, a form of which is attached hereto as Exhibit 10.10 and is incorporated herein by reference.
Further
information about the indemnification of the Company’s directors and officers is set forth in the section entitled “Description
of SpaceMobile Securities — Limitations on Liability and Indemnification of Officers and Directors” of the Proxy Statement
and is incorporated herein by reference.