8-KFinancial Events

AST SpaceMobile, Inc. 8-K Report, Financial Restatement (Apr 30, 2021)

Filed April 30, 2021For Securities:ASTS

Summary

AST SpaceMobile, Inc. (formerly New Providence Acquisition Corp.) has filed an 8-K report announcing that its previously issued financial statements for certain periods (year-ended December 31, 2020, and prior periods in 2019 and 2020) should no longer be relied upon. This non-reliance is due to a reclassification of the company's warrants. Following guidance from the SEC's Staff Statement on warrants issued by Special Purpose Acquisition Companies (SPACs), AST SpaceMobile concluded that its private placement and public warrants must be accounted for as liabilities measured at fair value, rather than equity. The company, in consultation with its audit committee, independent auditors, and legal advisors, determined that these warrants do not meet equity classification criteria and instead qualify as derivatives under ASC 815. AST SpaceMobile intends to file an amended Annual Report on Form 10-K (Amended 10-K) to reflect this reclassification and its impact on past financial results. While the terms of the warrants themselves remain unchanged, investors should be aware that past financial reporting will be restated to account for fair value changes in these warrants through earnings.

Key Highlights

  • 1AST SpaceMobile is restating previously issued financial statements for periods ending December 31, 2020, and prior periods in 2019 and 2020.
  • 2The restatement is prompted by new SEC guidance (Staff Statement) regarding the accounting treatment of warrants issued by SPACs.
  • 3The company's public and private placement warrants will now be classified as liabilities measured at fair value, rather than equity.
  • 4This reclassification is expected to result in changes in reported earnings due to fair value fluctuations of the warrants.
  • 5The company plans to file an amended 10-K to reflect these accounting adjustments and their impact on historical financial data.
  • 6Management is assessing the impact on internal controls over financial reporting and disclosure controls and procedures.
  • 7The terms and quantity of the warrants themselves have not changed.

Frequently Asked Questions

AST SpaceMobile's previous financial statements for certain periods are being restated because of new guidance from the SEC concerning the accounting for warrants issued by SPACs. The company determined that its warrants should be classified as liabilities rather than equity.

Reclassifying warrants from equity to liabilities means they will be measured at fair value on the balance sheet. Any changes in the fair value of these warrants from one reporting period to the next will be recognized in the company's earnings, potentially leading to increased volatility in reported net income.

AST SpaceMobile intends to file an amended Annual Report on Form 10-K (Amended 10-K) as soon as practicable to include the restated financial statements and related disclosures for the affected periods.

No, the terms and the number of warrants issued have not changed. The change relates solely to the accounting treatment and classification of these warrants for financial reporting purposes.