Item 4.01 Changes in Registrant's Certifying Accountant.

Marcum LLP ("Marcum") served as the independent registered public accounting firm for AST SpaceMobile, Inc., a Delaware corporation formerly known as New Providence Acquisition Corp. (the "Company"), and its subsidiaries for the period from May 28, 2019 (inception) through the year ended December 31, 2020, and the subsequent interim period until July 6, 2021. On July 6, 2021, the Audit Committee of the Board of Directors of the Company approved the change in the Company's independent registered public accounting firm, effective July 6, 2021, to KPMG LLP ("KPMG").

Marcum's report on the Company's financial statements as of December 31, 2020 and 2019, and for the year ended December 31, 2020 and the period from May 28, 2019 (inception) through December 31, 2019, did not contain an adverse opinion or disclaimer of opinion, nor were such reports qualified or modified as to uncertainty, audit scope or accounting principles, except that such audit report contained an explanatory paragraph in which Marcum expressed substantial doubt as to the Company's ability to continue as a going concern if it did not complete a business combination. During the period of Marcum's engagement by the Company, and the subsequent interim period preceding Marcum's dismissal, there were no disagreements with Marcum on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to the satisfaction of Marcum, would have caused it to make a reference to the subject matter of the disagreement in connection with its reports covering such periods. In its Annual Report on Form 10-K/A, the Company disclosed control deficiencies which are material weaknesses. No other "reportable events," as defined in Item 304(a)(1)(v) of Regulation S-K, occurred within the period of Marcum's engagement and subsequent interim period preceding Marcum's dismissal.

During the period from May 28, 2019 (inception) through December 31, 2020 and the subsequent interim period preceding the engagement of KPMG, neither the Company nor anyone on its behalf consulted KPMG regarding either: (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report was provided to the Company or oral advice was provided that KPMG concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing, or financial reporting issue; or (ii) any matter that was the subject of a disagreement (as described in Item 304(a)(1)(iv) of Regulation S-K) or a "reportable event" (as described in Item 304(a)(1)(v) of Regulation S-K)

The Company provided Marcum with a copy of the disclosures made pursuant to this Item 4.01 prior to the filing of this Current Report on Form 8-K and requested that Marcum furnish a letter addressed to the Securities and Exchange Commission, as required by Item 304(a)(3) of Regulation S-K, which is attached hereto as Exhibit 16.1, stating whether it agrees with such disclosures, and if not, stating the respects in which it does not agree.

Item 9.01. Financial Statement and Exhibits.





(d) Exhibits.



Exhibit No.   Description
16.1*           Letter from Marcum LLP regarding Change in Independent Registered
              Public Accounting Firm dated July 9, 2021.

© Edgar Online, source Glimpses