Form 8-K - Current report

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): August 28, 2024

 

AST SpaceMobile, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware		001-39040		84-2027232
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

Midland Intl. Air & Space Port 2901 Enterprise Lane Midland, Texas		79706
(Address of principal executive offices)		(Zip Code)

 

[phone]

Registrant’s telephone number, including area code

 

Not Applicable

(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:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, par value $0.0001 per share		ASTS		The Nasdaq Stock Market LLC
Warrants exercisable for one share of Class A common stock at an exercise price of $11.50		ASTSW		The Nasdaq Stock Market LLC

 

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 ☒

 

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. ☐

 

 

 

 

 

Item 8.01. Other Events

 

On August 28, 2024, AST SpaceMobile, Inc. (the “Company”) issued a press release announcing the redemption of all of its outstanding public warrants to purchase shares of its Class A common stock that were issued pursuant to its Warrant Agreement, dated September 13, 2019, by and between the Company (f/k/a New Providence Acquisition Corp.) and Continental Stock Transfer & Trust Company, as warrant agent. Any public warrants that remain outstanding at 5:00 p.m. New York City time on September 27, 2024 will be redeemed for a redemption price of $0.01 per public warrant.

 

A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

 

A copy of the Notice of Redemption delivered by the Company is filed as Exhibit 99.2 hereto and is incorporated herein by reference.

 

None of this Current Report on Form 8-K, the press release attached hereto as Exhibit 99.1, or the Notice of Redemption attached hereto as Exhibit 99.2 constitutes an offer to sell or the solicitation of an offer to buy any of the Company’s securities, and none shall constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
99.1		Press Release dated August 28, 2024
99.2		Notice of Redemption dated August 28, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

SIGNATURES

 

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: August 28, 2024
AST SPACEMOBILE, INC.
By:	/s/ Andrew M. Johnson
Name:	Andrew M. Johnson
Title:	Executive Vice President, Chief Financial Officer and Chief Legal Officer

 

 

 

Exhibit 99.1

 

 

AST SpaceMobile Announces Redemption of Public Warrants

 

MIDLAND, TX, August 28, 2024 – AST SpaceMobile, Inc. (“AST SpaceMobile”) (NASDAQ: ASTS), the company building the first and only space-based cellular broadband network accessible directly by everyday smartphones, designed for both commercial and government applications, today announced that it will redeem all of its publicly traded warrants to purchase shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), that remain outstanding at 5:00 pm New York City time on Friday, September 27, 2024 (the “Redemption Date”), for a redemption price of $0.01 per warrant (the “Redemption Price”).

 

AST SpaceMobile has directed its warrant agent, Continental Stock Transfer & Trust Company (the “Warrant Agent”), to deliver a notice of redemption (the “Notice of Redemption”) to the registered holders of outstanding warrants pursuant to the Warrant Agreement, dated as of September 13, 2019 (the “Warrant Agreement”), by and between AST SpaceMobile, Inc. (f/k/a New Providence Acquisition Corp.) and the Warrant Agent. Under the Warrant Agreement, AST SpaceMobile is entitled to redeem its public warrants at a redemption price of $0.01 per warrant if the last sale price of the Class A Common Stock has been at least $18.00 per share for twenty (20) trading days within the thirty (30) day trading period ending on the third trading day prior to the date of the Notice of Redemption (the “Stock Price Condition”), among other conditions.

 

The Stock Price Condition was satisfied on August 23, 2024, the third trading day prior to the Notice of Redemption being sent to warrant holders. Warrants to purchase Class A Common Stock that were issued under the Warrant Agreement in a private placement simultaneously with AST SpaceMobile’s (f/k/a New Providence Acquisition Corp.) initial public offering and still held by the initial holders thereof or their permitted transferees are not subject to the Notice of Redemption.

 

Exercise Procedures and Deadline for Warrant Exercise

 

Warrant holders may continue to exercise their warrants to purchase shares of Class A Common Stock until immediately prior to 5:00 p.m. New York City time on the Redemption Date. Holders may exercise their warrants and receive Class A Common Stock in exchange for a payment in cash of the $11.50 per Public Warrant exercised (the “Exercise Price”). Holders wishing to exercise their warrants should follow the procedures described in the Notice of Redemption and the Election to Purchase form included with the notice. Holders of warrants held in “street name” should immediately contact their brokers to determine exercise procedures. Since the act of exercising is voluntary, holders must instruct their brokers to submit the warrants for exercise. Holders will not have the ability to exercise warrants on a “cashless” basis.

 

A prospectus, dated July 1, 2022, covering the Class A Common Stock issuable upon the exercise of the public warrants is included in a registration statement (Registration No. 333-265512) on file with the Securities and Exchange Commission (the “SEC”) and was initially filed with the SEC on June 10, 2022 and originally declared effective by the SEC on July 1, 2022.

 

Exercise of public warrants should be directed through the broker of the warrant holder. In addition to the broker, questions may also be directed to Continental Stock Transfer & Trust Company, One State Street, 30th Floor, New York, New York 10004, Attention: Compliance Department, Telephone Number [phone]. Additional information can be found on AST SpaceMobile’s Investor Relations website: https://www.ast-science.com.

 

 

 

Termination of Warrant Rights

 

The public warrants are listed on Nasdaq under the ticker symbol “ASTSW.” The Public Warrants will cease trading on the Nasdaq at 5:00 p.m. New York City Time on the Redemption Date. At 5:00 p.m. New York City Time on the Redemption Date and thereafter, any Public Warrants that remain unexercised immediately at 5:00 p.m. New York City Time on the Redemption Date will be void and no longer exercisable and their holders will have no rights with respect to those Public Warrants, except to receive the Redemption Price or as otherwise described in the Notice of Redemption for holders who hold their Public Warrants in “street name.”

 

About AST SpaceMobile

 

AST SpaceMobile is building the first and only global cellular broadband network in space to operate directly with standard, unmodified mobile devices based on our extensive IP and patent portfolio, and designed for both commercial and government applications. Our engineers and space scientists are on a mission to eliminate the connectivity gaps faced by today’s five billion mobile subscribers and finally bring broadband to the billions who remain unconnected. For more information, follow AST SpaceMobile on YouTube, X (Formerly Twitter), LinkedIn and Facebook. Watch this video for an overview of the SpaceMobile mission.

 

No Offer or Solicitation

 

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any AST SpaceMobile securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.

 

Forward-Looking Statements

 

This communication contains “forward-looking statements” that are not historical facts, and involve risks and uncertainties that could cause actual results of AST SpaceMobile to differ materially from those expected and projected. These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,” “will,” “would,” “potential,” “projects,” “predicts,” “continue,” or “should,” or, in each case, their negative or other variations or comparable terminology.

 

These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside AST SpaceMobile’s control and are difficult to predict.

 

Factors that could cause such differences include, but are not limited to: (i) expectations regarding AST SpaceMobile’s strategies and future financial performance, including AST’s future business plans or objectives, expected functionality of the SpaceMobile Service, anticipated timing of the launch of the Block 1 Bluebird 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 AST SpaceMobile’s ability to invest in growth initiatives; (ii) the negotiation of definitive agreements with mobile network operators relating to the SpaceMobile Service that would supersede preliminary agreements and memoranda of understanding and the ability to enter into commercial agreements with other parties or government entities; (iii) the ability of AST SpaceMobile to grow and manage growth profitably and retain its key employees and AST SpaceMobile’s responses to actions of its competitors and its ability to effectively compete; (iv) changes in applicable laws or regulations; (v) the possibility that AST SpaceMobile may be adversely affected by other economic, business, and/or competitive factors; (vi) the outcome of any legal proceedings that may be instituted against AST SpaceMobile; and (vii) other risks and uncertainties indicated in the Company’s filings with the Securities and Exchange Commission (SEC), including those in the Risk Factors section of AST SpaceMobile’s Form 10-K filed with the SEC on April 1, 2024.

 

 

 

AST SpaceMobile cautions that the foregoing list of factors is not exclusive. AST SpaceMobile cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors in AST SpaceMobile’s Form 10-K filed with the SEC on April 1, 2024. AST SpaceMobile’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, AST SpaceMobile disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

 

Investor Contact:

 

Scott Wisniewski

[e-mail]

 

Media Contact:

 

Allison

Eva Murphy Ryan

917-547-7289

[e-mail]

 

 

 

Exhibit 99.2

 

August 28, 2024

 

NOTICE OF REDEMPTION OF CERTAIN WARRANTS (CUSIP 00217D 118)

 

Dear Public Warrant Holder,

 

AST SpaceMobile, Inc. (the “Company”) hereby gives notice that it is redeeming, at 5:00 p.m. New York City Time on September 27, 2024 (the “Redemption Date”), all of the Company’s outstanding public warrants (the “Public Warrants”) to purchase shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), issued under the Warrant Agreement, dated as of September 13, 2019, by and between AST SpaceMobile, Inc. (f/k/a New Providence Acquisition Corp. (“NPA”)) and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agent”) (the “Warrant Agreement”), for a redemption price of $0.01 per Public Warrant (the “Redemption Price”). The Public Warrants were initially part of the units sold in NPA’s initial public offering (“IPO”).

 

Each Public Warrant entitles the holder thereof to purchase one share of Class A Common Stock per Public Warrant for a cash purchase price of $11.50 per share. At 5:00 p.m. New York City Time on the Redemption Date and thereafter, any Public Warrants that remain unexercised immediately at 5:00 p.m. New York City Time on the Redemption Date will be void and no longer exercisable and their holders will have no rights with respect to those Public Warrants, except to receive the Redemption Price or as otherwise described in this notice for holders who hold their Public Warrants in “street name.” Warrants to purchase Class A Common Stock that were issued under the Warrant Agreement in a private placement simultaneously with the IPO and still held by the initial holders thereof or their permitted transferees are not subject to this notice of redemption.

 

The Public Warrants are listed on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “ASTSW” and the Class A Common Stock is listed on the Nasdaq under the symbol “ASTS.” On August 27, 2024, the closing price of the Public Warrants was $19.62, and the closing price of the Class A Common Stock was $31.11.

 

The Public Warrants will cease trading on the Nasdaq at 5:00 p.m. New York City Time on the Redemption Date.

 

TERMS OF REDEMPTION; CESSATION OF RIGHTS

 

The rights of the Public Warrant holders to exercise their Public Warrants will terminate immediately prior to 5:00 p.m. New York City Time on the Redemption Date. At 5:00 p.m. New York City Time on the Redemption Date and thereafter, holders of unexercised Public Warrants will have no rights with respect to those Public Warrants, except to receive the Redemption Price or as otherwise described in this notice for holders who hold their Public Warrants in “street name.” You should consult with your broker, financial advisor and/or tax advisor to consider whether or not to exercise your Public Warrants. Note that the act of exercising is VOLUNTARY, meaning holders must instruct their broker to submit the Public Warrants for exercise if they wish to exercise the Public Warrants.

 

The Company is exercising this right to redeem the Public Warrants pursuant to Section 6 of the Warrant Agreement. Pursuant to Section 6.1 of the Warrant Agreement, the Company has the right to redeem the Public Warrants at a redemption price of $0.01 per Public Warrant if (i) the last sales price of the Class A Common Stock is at least $18.00 per share on each of the twenty (20) trading days within the thirty (30) trading-day period ending on the third trading day prior to the date on which a notice of redemption is given and (ii) there is an effective registration statement covering the shares of Class A Common Stock issuable upon the exercise of the Warrants, and a current prospectus relating thereto, available throughout the Redemption Period (as such term is defined in the Warrant Agreement). The last sales price of the Class A Common Stock has been at least $18.00 per share for twenty (20) trading days within the thirty (30) day trading period ending on August 23, 2024 (which is the third trading day prior to the date of this redemption notice).

 

 

 

EXERCISE PROCEDURE

 

Public Warrant holders have until 5:00 p.m. New York City Time on the Redemption Date to exercise their Public Warrants to purchase shares of Class A Common Stock. Warrants may only be exercised for cash.

 

Each Public Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a cash price of $11.50 per Public Warrant exercised (the “Exercise Price”). Payment of the Exercise Price may be made by wire transfer of immediately available funds. Wire instructions will be provided by the Depository Trust Company and will otherwise be provided upon request to the Warrant Agent.

 

Those who hold their Public Warrants in “street name” should immediately contact their broker to determine such broker’s procedure for exercising such Public Warrants.

 

Public Warrant holders of record may exercise their Public Warrants by sending (i) a fully and properly completed “Election to Purchase” (a form of which is attached hereto as Annex A), duly executed and indicating, among other things, the number of Public Warrants being exercised and (ii) the exercise funds via wire transfer, to the Warrant Agent:

 

Continental Stock Transfer & Trust Company

One State Street, 30th Floor

New York, NY 10004

Attention: Compliance Department

Telephone: [phone]

 

The method of delivery of the Public Warrants is at the option and risk of the holder, but if mail is used, properly insured registered mail is suggested.

 

The fully and properly completed Election to Purchase and the exercise funds must be received by Continental Stock Transfer & Trust Company by 5:00 p.m. New York City Time on the Redemption Date. Subject to the following paragraph, any failure to deliver a fully and properly completed Election to Purchase together with the exercise funds before such time will result in such holder’s Public Warrants being redeemed at the Redemption Price of $0.01 per Public Warrant and not exercised.

 

PUBLIC WARRANTS HELD IN STREET NAME

 

For Public Warrant holders who hold their Public Warrants in “street name,” provided that the Exercise Price for the warrants being exercised and a Notice of Guaranteed Delivery is received by the Warrant Agent by 5:00 p.m. New York City Time on the Redemption Date, broker-dealers shall have two business days from the Redemption Date, or 5:00 p.m. New York City Time on October 1, 2024, to deliver the Public Warrants to the Warrant Agent. Any such Public Warrants received without the Election to Purchase or the Notice of Guaranteed Delivery having been duly executed and fully and properly completed or the exercise funds being submitted will be deemed to have been delivered for redemption (at the Redemption Price of $0.01 per Public Warrant), and not for exercise.

 

PROSPECTUS

 

A prospectus, dated July 1, 2022, covering the Class A Common Stock issuable upon the exercise of the Public Warrants is included in a registration statement (Registration No. 333- 265512) on file with the Securities and Exchange Commission (the “SEC”) and was initially filed with the SEC on June 10, 2022 and originally declared effective by the SEC on July 1, 2022. The SEC maintains an Internet website that contains a copy of this prospectus. The address of that site is www.sec.gov. Alternatively, you can obtain a copy of the prospectus from our investor relations website at https://www.ast-science.com.

 

REDEMPTION PROCEDURE

 

Payment of the Redemption Price will be made by the Company upon presentation and surrender of a Public Warrant for payment after 5:00 p.m. New York City Time on the Redemption Date. Those who hold their Public Warrants in “street name” should contact their broker to determine their broker’s procedure for redeeming their Public Warrants.

 

 

 

Under United States federal income tax laws, the Warrant Agent may be required to withhold 24% of the Redemption Price unless such holder has furnished a valid taxpayer identification number and certification that the number supplied is correct or has otherwise established that such holder is not subject to backup withholding. Holders of the Public Warrants who wish to avoid backup withholding should submit either a completed IRS Form W-9 (use only if the holder is a U.S. person, including a resident alien), or the appropriate IRS Form W-8 (use only if the holder is neither a U.S. person nor a resident alien), when providing the Election to Purchase, if the holder has not already provided such documentation to the Warrant Agent. See: IRS Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities. Publication 515, IRS Form W-9 and IRS Form W-8 forms and corresponding instructions are available through the IRS website at www.irs.gov. Holders should consult their tax advisors.

 

*********************************

 

Any questions you may have about redemption and exercising your Public Warrants may be directed to the Warrant Agent at its address and telephone number set forth above.

 

Nothing in this Notice of Redemption shall constitute an offer to sell or the solicitation of an offer to buy nor shall there be any offer of any of the Company’s securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

 

None of the Company, its Board of Directors or employees has made or is making any representation or recommendation to any Public Warrant holder as to whether to exercise or refrain from exercising any Public Warrants.

 

AST SpaceMobile, Inc.
/s/Andrew M. Johnson
Andrew M. Johnson Executive Vice President, Chief Financial Officer and Chief Legal Officer

 

 

 

Annex A

 

AST SPACEMOBILE, INC.

 

Election to Purchase

 

(To Be Executed Upon Exercise of Warrant)

 

The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to exercise _________ Warrants (as defined below) to receive one share of Class A Common Stock per exercised Warrant and herewith tenders payment for the shares of Class A Common Stock to the order of AST SpaceMobile, Inc. (the “Company”) in the amount of $_________ ($11.50 per exercised Warrant) in accordance with the terms hereof. If said number of Warrants is less than all of the Warrants exercisable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of shares of Class A Common Stock be registered in the name of _________, whose address is ___________________ and that such Warrant Certificate be delivered to _________, whose address is ___________________.

 

The warrants to purchase shares of Class A Common Stock (each, a “Warrant”) have been called for redemption by the Company pursuant to Section 6.1 of the Warrant Agreement, dated September 13, 2019 (the “Warrant Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent. Any Warrants that remain unexercised at 5:00 p.m. New York City time on the redemption date will be void and no longer exercisable, and the holders of those Warrants will be entitled to receive only the redemption price of $0.01 per Warrant.

 

Date:			Signature:
			Address:
			Tax Identification Number:

 

Signature Guaranteed: ________________________

 

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO SEC RULE 17Ad-15 (OR ANY SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).

 

 

Cover	Aug. 28, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 28, 2024
Entity File Number	001-39040
Entity Registrant Name	AST SpaceMobile, Inc.
Entity Central Index Key	0001780312
Entity Tax Identification Number	84-2027232
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	Midland Intl. Air & Space Port
Entity Address, Address Line Two	2901 Enterprise Lane
Entity Address, City or Town	Midland
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	79706
City Area Code	(432)
Local Phone Number	276-3966
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Information, Former Legal or Registered Name	Not Applicable
Class A common stock, par value $0.0001 per share
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	ASTS
Security Exchange Name	NASDAQ
Warrants exercisable for one share of Class A common stock at an exercise price of $11.50
Title of 12(b) Security	Warrants exercisable for one share of Class A common stock at an exercise price of $11.50
Trading Symbol	ASTSW
Security Exchange Name	NASDAQ

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