Item
8.01 Other Events
On
April 1, 2021, AST SpaceMobile, Inc. (the “Company”), then operating under the name New Providence Acquisition Corp. (“NPA”),
held a special meeting (the “Special Meeting”) to approve certain matters relating to its proposed business combination transaction
(the “Business Combination”) with AST & Science, LLC, a Delaware limited liability company. One of these matters was
a proposal to amend and restate NPA’s certificate of incorporation (the “Charter Proposal”).
At
the Special Meeting, NPA’s stockholders approved all proposals relating to the Business Combination, including the Charter Proposal,
which was approved by a majority of the outstanding shares of Class A common stock and Class B common stock, voting together as a single
class. On April 6, 2021, the parties closed the Business Combination and the Company’s certificate of incorporation, as amended
to give effect to the Charter Proposal (the “New Charter”), became effective.
Due
in part to a recent ruling by the Delaware Court of Chancery, there is uncertainty as to whether Section 242(b)(2) of the Delaware General
Corporation Law (the “DGCL”) would have required separate votes of the Class A common stock and Class B common stock on the
Charter Proposal.
The
Company has been proceeding with the understanding that the Charter Proposal and the New Charter are valid, including by issuing securities
in reliance thereon. In light of the recent Court of Chancery ruling, however, the Company filed a petition in the Delaware Court of
Chancery pursuant to Section 205 of the DGCL on February 16, 2023, seeking (i) the validation of the stockholder vote approving the Charter
Proposal and (ii) the validation and declaration of effectiveness of (a) the New Charter (including its filing and effectiveness, in
each case as of April 6, 2021) and (b) the securities issued or to be issued in reliance on the approval of the Charter Proposal and/or
the validity of the New Charter, as of the respective dates of issuance. A copy of the petition in the form filed with the Court of Chancery
is available at ast-science.com/investors. Section 205 of the DGCL permits the Delaware Court of Chancery, in its discretion, to ratify
and validate potentially defective corporate acts after considering a variety of factors.
If
the Company is not successful in the Section 205 proceeding, the uncertainty with respect to its capitalization resulting from the Delaware
Court of Chancery’s ruling referenced above could have a material adverse impact on the Company, including on its ability to issue
stock-based compensation to its employees, directors and officers or complete equity or debt financing transactions until the underlying
issues are definitively resolved.
On
February 17, 2023, the Court of Chancery granted the motion to expedite and set a hearing date for the Petition to be heard. The hearing
has been set for March 14, 2023 at 11:45 a.m. Eastern Time at the Leonard L. Williams Justice Center, 500 North King Street, Wilmington,
Delaware 19801.
This
Form 8-K constitutes notice of the hearing. If any stockholder of the Company wishes to express a position on the Petition, such stockholders
of the Company may (i) appear at the hearing or (ii) file a written submission with the Register in Chancery, Leonard L. Williams Justice
Center, 500 North King Street, Wilmington, Delaware 19801, referring to the case caption, In re AST SpaceMobile, Inc. No. 2023-0202-LWW
in advance of the hearing, and any such written submission should be emailed to the Company’s counsel, Kevin Gallagher, Richards,
Layton & Finger, P.A., at gallagher@rlf.com.
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 may
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 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 AST’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; (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 SEC, including those in the Risk Factors section of AST
SpaceMobile’s Form 10-K filed with the SEC on March 31, 2022.
The
planned testing of the BW3 test satellite may not be completed as currently planned due to a variety of factors, which could include
loss of satellite connectivity, destruction of the satellite, or other communication failures, and even if completed as planned, the
BW3 testing may indicate adjustments that are needed or modifications that must be made, any of which could result in additional costs,
which could be material, and delays in commercializing our service. If there are delays or issues with our testing, it may become more
costly to raise capital, if we are able to do so at all.
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 incorporated
by reference into AST SpaceMobile’s Form 10-K filed with the SEC on March 31, 2022. 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.