NOTIFICATION
OF LATE FILING
(Check
One):
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[ ]
Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q
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Form 10-D [ ] Form N-CEN [ ] Form N-CSR
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For
Period Ended: March 31, 2021
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[ ]
Transition Report on Form 10-K
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[ ]
Transition Report on Form 20-F
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[ ]
Transition Report on Form 11-K
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[ ]
Transition Report on Form 10-Q
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For
the Transition Period Ended:
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Nothing
in this form shall be construed to imply that the Commission has verified any information contained herein.
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If
the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: Not Applicable
PART
I – REGISTRANT INFORMATION
AST
SpaceMobile, Inc.
Full
Name of Registrant
Not
Applicable
Former
Name if Applicable
Midland
International Air & Space Port
2901
Enterprise Lane
Address
of Principal Executive Office (Street and Number)
Midland,
Texas 79706
City,
State and Zip Code
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)
[X]
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(a)
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The
reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
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(b)
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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)
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The
accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART
III – NARRATIVE
State
below in reasonable detail the reasons 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.
(Attached
extra Sheets if Needed)
AST
SpaceMobile, Inc. (the “Company”) was unable, without unreasonable effort or expense, to file its Quarterly Report on Form
10-Q for the quarterly period ended March 31, 2021 (the “Quarterly Report”) by the prescribed due date for the reasons described
below.
As
previously disclosed, in light of the Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose
Acquisition Companies (“SPACs”) (the “Staff Statement”) issued by the staff of the Securities and Exchange Commission
on April 12, 2021, the audit committee of the Company’s board of directors, together with management, determined that the Company’s
financial statements and related footnote disclosures 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, and the interim periods ended September 30, 2020 and 2019, March 31,
2020, and June 30, 2020, as well as the financial statements as of September 13, 2019, contained in the Company’s Annual Report
on Form 10-K filed with the SEC on March 1, 2021 (the “Original 10-K”), should be restated.
On
May 6, 2021, the Company filed restated financial statements 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, and the interim periods ended September 30, 2020 and 2019, March
31, 2020, and June 30, 2020, as well as the financial statements as of September 13, 2019 in Amendment No. 1 to the Original 10-K (the
“Restatement”). As a result of the considerable time and dedication of resources required to complete the Restatement, the
Company was unable to file its Quarterly Report by its prescribed due date without unreasonable effort or expense. The Company expects
to file its Quarterly Report within five calendar days of May 17, 2021.
PART
IV – OTHER INFORMATION
(1)
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Name
and telephone number of person to contact in regard to this notification:
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Thomas
Severson
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432
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276-3966
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(Name)
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(Area
code)
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(Telephone
Number)
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(2)
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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).
[X]
Yes [ ] No
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(3)
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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?
[X]
Yes [ ] No
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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.
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The
Company anticipates a significant reduction in net income for the three months ended March 31, 2021, as compared to the three months
ended March 31, 2020, as restated, primarily due to the change in the fair value of the warrants. The Company estimates that net income
for the three months ended March 31, 2021 was approximately $597 thousand, as compared to approximately $7.8 million for the three months
ended March 31, 2020.
AST
SpaceMobile, Inc.
(Name
of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date:
May 18, 2021
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By:
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/s/
Thomas Severson
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Thomas
Severson
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Chief
Financial and Operating Officer
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