AST & Science, LLC (“AST”) entered into non-binding letter of intent to acquire New Providence Acquisition Corp. (NasdaqCM:NPA) for $1.3 billion in a reverse merger transaction on October 9, 2020. AST & Science, LLC entered into a business combination agreement to acquire New Providence Acquisition Corp. (NasdaqCM:NPA) in a reverse merger transaction on December 15, 2020. Assuming no redemptions by New Providence's existing public stockholders, AST's existing shareholders will hold approximately 71% of the issued and outstanding shares of common stock immediately following the closing of the business combination. New Providence will issue 128.9 million new shares to acquire AST & Science. All AST shareholders are retaining 100% of their equity in the combined company. AST and New Providence have secured a commitment for a $230 million private placement investment ("PIPE") to be consummated at the closing of the transaction. The transaction will also be funded by a combination of $232 million of cash in trust and a committed PIPE from a combination of existing strategic partners and new institutional investors. The transaction also grants the founder 10:1 supermajority share and existing AST equity holders will remain the majority owners, holding approximately 70% of the pro forma company, and will be subject to a 12-month lockup period at the closing of the transaction. The combined entity will be 43% owned by AST's founder, 29% by existing AST shareholders, and 28% by public investors and the sponsor. Upon closing of the transaction, AST will become a publicly traded company, and it is expected that its common stock will be listed on the NASDAQ exchange under the symbol "ASTS" upon closing the transaction. NPA will amend its existing certificate of incorporation to change its name to “AST SpaceMobile, Inc.”

Abel Avellan, Chairman and Chief Executive Officer of AST will continue to lead the business post-transaction and Thomas Severson will serve as Chief Financial and Operating Officer and a Director. Upon consummation of the transaction, SpaceMobile Board will include Tareq Amin, Adriana Cisneros, Alexander Coleman, Luke Ibbetson, Edward Knapp, Hiroshi Mikitani, Ronald Rubin, Richard Sarnoff and Julio A. Torres Along with Abel and Thomas. The transaction is subject to the satisfaction of customary closing conditions, including the approval of the shareholders of New Providence and New Providence shall have at least $5 million in tangible net assets as of immediately prior to Closing and shall have no less than $250 million in immediately available cash, after deducting all Transaction Expenses. The transaction has been unanimously approved by the New Providence Board of Directors, as well as the Board of Directors of AST. A Special Meeting of the stockholders of New Providence Acquisition Corp. will be held to approve the transaction. The transaction is expected to close in the first quarter of 2021. As of January 26, 2021, the closing of the business combination is expected to take place in April 2021, as soon as practicable after special meeting of stockholders of New Providence Acquisition Corp. Hence, New Providence Acquisition Corp. will make a special proposal at its special meeting of stockholders to amend its amended and restated certificate of incorporation to extend the date by which New Providence has to consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses from March 15, 2021 to June 15, 2021. A Special Meeting of the stockholders of New Providence will be held via live webcast at 10:00 a.m., Eastern Time, on April 1, 2021. As of April 1, 2021, New Providence Acquisition stockholders approved all proposals related to business combination with AST & Science, LLC. As of March 12, 2021 the deal is expected to close on June 14, 2021. As of April 1, 2021, the closing of the Business Combination is anticipated to occur on or about April 6, 2021.

Barclays Capital acted as the financial advisor and capital markets advisor to AST. Deutsche Bank Securities Inc. and BTIG LLC acted as the financial and capital markets advisors to New Providence. Brad Helms, Ryan Maierson, David Zaheer, Laurence Stein, Larry Seymour, Jim Barker, Ghaith Mahmood and Joshua Holian of Latham & Watkins LLP and Paul Broude, David Kantaros, John Wolfel, Von Bryant and Garrett Bishop of Foley & Lardner LLP are acting as legal advisors to AST, and Douglas Ryder, Christian O. Nagler, Julian J. Seiguer, Jared M. Rusman, David E. Mannion, Ellisen Turner, Seth Traxler, Shellie Freedman, Michael Krasnovsky, Robert Zitko, Richard Kidd, Mario Mancuso, Roberto S. Miceli, Christian Semonsen, Nick Niles, Michael S. Casey, Matthew Sinclair-Thomson and James Hu of Kirkland & Ellis LLP are acting as legal advisors to New Providence. Mark Zimkind of Continental Stock Transfer & Trust Company acted as the transfer agent, and Morrow & Co., LLC acted as the information agent to New Providence Acquisition Corp. and received a fee of $25,000 for the services rendered. Wiley Rein LLP acted as FCC regulatory counsel for New Providence Acquisition.

AST & Science, LLC (“AST”) completed the acquisition of New Providence Acquisition Corp. (NasdaqCM:NPA) in a reverse merger transaction on April 6, 2021.