8-KLeadership ChangesAcquisitions & DispositionsMaterial Agreements+4

AST SpaceMobile, Inc. 8-K Report, Material Agreement (Apr 12, 2021)

Filed April 12, 2021For Securities:ASTS

Summary

This 8-K filing announces the completion of the business combination between New Providence Acquisition Corp. (NPA), a SPAC, and AST & Science LLC, a company focused on satellite technology. Following the transaction, NPA has been renamed AST SpaceMobile, Inc., and its Class A common stock and warrants now trade on the Nasdaq Capital Market under the tickers ASTS and ASTSW, respectively. The company is now structured as an "Up-C" entity, where AST SpaceMobile, Inc. holds equity interests in AST & Science, LLC, which will operate the business and hold the majority of the operating assets. Key aspects of the transaction include the infusion of approximately $227 million from NPA's trust account into AST & Science, alongside additional funding from PIPE investors totaling $230 million. The filing details the significant shareholdings post-combination, with the Sponsor and Existing AST Equityholders retaining a substantial portion of voting power through Class B and Class C shares, while former NPA public stockholders and PIPE investors hold Class A shares. The company has also established key agreements, including a Stockholders’ Agreement, Registration Rights Agreement, and a Tax Receivable Agreement, and has appointed a new board of directors and executive team, with Abel Avellan serving as CEO.

Key Highlights

  • 1Completion of the business combination between New Providence Acquisition Corp. (NPA) and AST & Science LLC, with NPA renamed AST SpaceMobile, Inc.
  • 2AST SpaceMobile, Inc. (ASTS) and its warrants (ASTSW) commenced trading on Nasdaq.
  • 3The company adopted an "Up-C" structure, with AST SpaceMobile, Inc. holding equity in AST & Science, LLC.
  • 4Approximately $227 million was contributed from NPA's trust account to AST & Science.
  • 5$230 million was raised from PIPE investors.
  • 6Significant voting control is concentrated with the Sponsor and Existing AST Equityholders via Class B and Class C shares.
  • 7The filing details various agreements and the appointment of a new board and executive management team, including Abel Avellan as CEO.

Frequently Asked Questions

This 8-K filing announces the completion of the business combination between New Providence Acquisition Corp. (NPA) and AST & Science LLC, marking the transition of NPA into AST SpaceMobile, Inc. It details the structure of the combined entity, the capital raised, the new trading tickers, and the key agreements and leadership in place post-transaction.

The 'Up-C' structure means that AST SpaceMobile, Inc. is the parent company and its primary asset is its equity interest in AST & Science, LLC, which holds the operating assets. This structure allows for potential tax benefits through a Tax Receivable Agreement and provides flexibility in how ownership and operations are managed.

The company raised capital through several avenues. Approximately $227 million was made available from NPA's trust account for AST & Science. Additionally, private placement investors (PIPE Investors) purchased 23,000,000 shares of Class A common stock for $230 million.

Post-combination, NPA's former public stockholders and PIPE investors collectively own approximately 25.4% of the company's common stock (all Class A), representing about 5.2% of the voting power. The Sponsor and Existing AST Equityholders (including Abel Avellan) hold approximately 77.8% of the outstanding common stock, which includes Class B and Class C shares, representing approximately 95.5% of the company's voting power. Class C shares, held primarily by Abel Avellan, carry significantly more votes per share under certain conditions.