ASTS AST SpaceMobile Inc

 

 

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): June 6, 2025

 

 

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)		(I.R.S. Employer Identification No.)

 

Midland International Air & Space Port

2901 Enterprise Lane

Midland, Texas 79706

(Address of Principal Executive Offices) (Zip Code)

 

(432) 276-3966

(Registrant’s telephone number, including area code)

 

N/A

(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

 

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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On June 6, 2025, AST SpaceMobile, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to allow stockholders to act by written consent for the purpose of removing directors (the “Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation”). The Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation became effective upon filing with the Secretary of State of the State of Delaware on June 6, 2025. The foregoing description of the amendments is qualified in all respects by reference to the text of the Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

On June 6, 2025, the Company held its Annual Meeting, at which the Company’s stockholders voted on proposals to (i) elect each of the directors nominated by the Board, each for a term expiring at the Company’s 2026 Annual Meeting of Stockholders, (ii) ratify the Audit Committee’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, (iii) approve an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to take action by written consent for the purpose of removing directors, (iv) approve a non-binding advisory vote on the compensation paid to the Company’s named executive officers, and (v) approve a non-binding advisory vote on whether future advisory votes to approve the compensation paid to the Company’s named executive officers should occur every one, two or three years.

 

The Company has three classes of common stock and holders of each class of common stock as of April 17, 2025 (the “Record Date”) were entitled to vote at the Annual Meeting. Holders of the Company’s Class A Common Stock and Class B Common Stock were entitled to one vote per share on each of the forgoing proposals and holders of the Company’s Class C Common Stock were entitled to 10 votes per share on each of the forgoing proposals. There were 179,067,964 shares of the Company’s Class A, Class B and Class C Common Stock represented either in person or by proxy at the Annual Meeting, which represented 85.6% of the total voting power of the Company, thereby constituting a quorum.

 

A summary of the voting results, as certified by the Inspector of Election for the Annual Meeting, is set forth below.

 

Proposal 1: Election of Directors

 

Director Nominee		Votes For		Votes Withheld		Broker Non-Votes
Abel Avellan		822,148,831		7,047,539		53,339,296
Adriana Cisneros		821,356,997		7,839,373		53,339,296
Luke Ibbetson		820,390,792		8,805,578		53,339,296
Andrew Johnson		819,568,210		9,628,160		53,339,296
Edward Knapp		820,732,373		8,463,997		53,339,296
Keith Larson		820,749,694		8,446,676		53,339,296
Hiroshi Mikitani		819,832,779		9,363,591		53,339,296
Ronald Rubin		827,632,382		1,563,988		53,339,296
Richard Sarnoff		817,064,454		12,131,916		53,339,296
Julio A. Torres		821,443,272		7,753,098		53,339,296
Johan Wibergh		828,372,377		823,993		53,339,296

 

Each of the 11 director nominees was elected to serve until the 2026 Annual Meeting of Stockholders.

 

 

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
881,590,105		402,996		542,565		-

 

The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

 

Proposal 3: Approval of an Amendment to the Company’s Second Amended and Restated Certificate of Incorporation

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
812,569,719		16,477,459		149,192		53,339,296

 

The Company’s stockholders approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to take action by written consent for the purpose of removing directors.

 

Proposal 4: Advisory Vote to Approve the Compensation Paid to the Company’s Named Executive Officers

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
821,570,402		6,904,076		721,892		53,339,296

 

The Company’s stockholders approved, in a non-binding advisory vote, the compensation paid to the Company’s named executive officers.

 

Proposal 5: Advisory Vote on the Frequency of Future Advisory Votes to Approve the Compensation Paid to the Company’s Named Executive Officers

 

One Year		Two Years		Three Years		Abstentions		Broker Non-Votes
827,717,504		181,368		981,085		316,413		53,339,296

 

The Company’s stockholders approved, in a non-binding advisory vote, an annual advisory stockholder vote to approve the compensation paid to the Company’s named executive officers. In light of this vote, the Company intends to include an advisory stockholder vote to approve the compensation paid to its named executive officers every year until the next required vote on the frequency of advisory stockholder votes on the compensation paid to the Company’s named executive officers, which the Company is required to hold every six years.

 

Item 9.01. Financial Statement and Exhibits.

 

(d)

Exhibits

 

Exhibit No.		Description
3.1		Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of AST SpaceMobile, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURE

 

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.

 

	AST SPACEMOBILE, INC.
Date: June 9, 2025	By:	/s/ Andrew M. Johnson
		Andrew M. Johnson
		Executive Vice President, Chief Financial Officer and Chief Legal Officer

 

 

 

Exhibit 3.1

 

CERTIFICATE OF AMENDMENT

TO thE

second AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF ast spacemobile, INC.

 

AST SpaceMobile, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify pursuant to Section 242 of the DGCL:

 

1.

The name of the Corporation is AST SpaceMobile, Inc. The Corporation’s Second Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on April 6, 2021 (the “Second Amended and Restated Certificate of Incorporation”).

 

2.

This amendment to the Second Amended and Restated Certificate of Incorporation was duly adopted in accordance with the provisions of Section 242 of the DGCL.

 

3.

Section 8.1 of the Second Amended and Restated Certificate of Incorporation is amended and restated in its entirety to read as follows:

 

“Section 8.1. Action by Written Consent. Except as otherwise provided in this Section 8.1, the stockholders of the Corporation may not effect any action by written consent. The stockholders of the Corporation may act by written consent to remove a Director or the entire Board from office pursuant to Section 7.3 if the action is authorized or taken by the written consent of the holders of outstanding shares of voting stock having not less than the minimum voting power that would be necessary to authorize or take such action at a meeting of stockholders at which all shares entitled to vote were present thereon and voted, provided all other requirements of applicable law and the Amended Certificate of Incorporation are satisfied.”

 

4.

All other provisions of the Second Amended and Restated Certificate of Incorporation shall remain in full force and effect.

 

5.

The foregoing amendments shall be effective upon the filing of this certificate of amendment (this “Certificate of Amendment”) with the Secretary of State of the State of Delaware.

 

[Signature Page Follows]

 

 

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be duly executed in its corporate name on this 6th day of June, 2025.

 

	AST SPACEMOBILE, INC
	By:	/s/ Andrew Johnson
	Name:	Andrew Johnson
	Title:	Authorized Officer

 

 

v3.25.1

Cover	Jun. 06, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 06, 2025
Current Fiscal Year End Date	--12-31
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 International 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
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	ASTS
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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