AST SPACEMOBILE, INC. Item 1.01 Entry Into A Material Definitive Agreement.
Equity Purchase Agreement
The Equity Purchase Agreement, dated
Business Combination
Pursuant to the Equity Purchase Agreement, following the closing of the Business
Combination (the "Closing"),
? NPA will amend its existing certificate of incorporation to: (a) change its
name to "
class B common stock, par value
Common Stock"), held by Sponsor (the "Sponsor Stock"), excluding any Forfeited
Sponsor Stock (described below), into shares of class A common stock, par value
Common Stock"), (c) issue to the AST Existing Equityholders (other than Abel
Avellan) class B common stock, par value
"PubCo Class B Common Stock"), which carries one vote per share but no economic
rights, and (d) issue to
per share, of
per share but no economic rights;
? AST and its members will adopt the Fifth Amended and Restated Limited Liability
Company Agreement of AST (the "A&R Operating Agreement") to (a) restructure its
capitalization to (i) issue to NPA the number of common units of AST equal to
the number of outstanding shares of PubCo Class A Common Stock immediately
after giving effect to the Business Combination (taking into account any
redemption of NPA Common Stock, the
Investment and Forfeited Sponsor Stock (as described below)) (the "
Units"), (ii) reclassify the existing AST common units (other than any existing
AST common units (I) reserved for issuance under the AST 2019 Equity Incentive
Plan (the "AST Incentive Plan") or (II) subject to options to purchase existing
AST common units granted pursuant to the AST Incentive Plan (the "AST Options"
and each such existing AST common unit that is authorized under the AST
Incentive Plan and/or subject to an AST Option, an "Existing AST Prior
Incentive Equity Unit"), existing AST series A preferred units, and the
existing AST series B preferred units into AST common units, and (iii)
reclassify all of the Existing AST Prior Incentive Equity Units into AST
incentive equity units, concurrently with and subject to adjustments to the AST
Options affecting the number of units and exercise price (as applicable)
thereof, following the Closing and (b) appoint
AST;
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? As consideration for the PubCo Units, NPA will contribute to AST the amount
held in the trust fund established for the benefit of our stockholders held in
the trust account (the "Trust Account"), less the amount of cash required to
fund the redemption of class A common stock, par value
NPA (the "NPA Class A Common Stock") held by eligible stockholders who elect to
have their shares redeemed as of the Closing, plus the aggregate proceeds from
the
"
payable to
contribution of the Contribution Amount, AST will pay the amount of unpaid
fees, commissions, costs or expenses that have been incurred by AST and NPA in
connection with the Business Combination (the "Transaction Expenses") by wire
transfer of immediately available funds on behalf of AST and NPA to those
persons to whom such amounts are owed; and
? Without any action on the part of any holder of a warrant to purchase one whole
share of NPA Class A Common Stock (an "NPA Warrant"), each NPA Warrant that is
issued and outstanding immediately prior to the Closing will be converted into
a warrant to purchase one whole share of PubCo Class A Common Stock in
accordance with its terms.
Representations and Warranties, Covenants
Under the Equity Purchase Agreement, parties to the agreement made customary representations and warranties for transactions of this type regarding themselves. The representations and warranties made under the Equity Purchase Agreement will not survive the Closing. In addition, the parties to the Equity Purchase Agreement agreed to be bound by certain covenants that are customary for transactions of this type, including obligations of the parties to use commercially reasonable efforts to operate their respective businesses in the ordinary course, and to refrain from taking certain specified actions without the prior written consent of the applicable party, in each case, subject to certain exceptions and qualifications. Additionally, the parties have agreed not to solicit, negotiate or enter into a competing transaction and Sponsor has agreed to vote all shares owned by it in favor of the Business Combination. The covenants of the parties set forth in the Equity Purchase Agreement will not survive the Closing, except for covenants and agreements that by their terms are to be performed in whole or in part after the Closing.
Termination
The Equity Purchase Agreement may be terminated under certain customary and
limited circumstances at any time prior to the Closing, including, among others,
the following: (i) by written notice from AST or NPA to the other party if the
Closing has not occurred by
Item 3.02 Unregistered Sales of
The disclosure set forth above under the headings "Equity Purchase Agreement -
Business Combination" and "Subscription Agreements" in Item 1.01 of this Current
Report are incorporated by reference into this Item 3.02. The shares of PubCo
Class A Common Stock to be issued to the
Item 7.01 Regulation FD Disclosure.
On
Furnished as Exhibit 99.2 hereto and incorporated into this Item 7.01 by reference is the investor presentation that NPA has prepared for use in connection with various meetings and conferences with certain investors.
The information in this Item 7.01, including Exhibits 99.1 and 99.2, is being furnished and will not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
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Additional Information
NPA intends to file a preliminary proxy statement with the
Participants in the Solicitation
NPA, Sponsor and their respective directors, executive officers, other members
of management, and employees, under
AST and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from NPA's stockholders in connection with the Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the Business Combination will be included in the proxy statement for the Business Combination when available.
No Offer or Solicitation
This communication is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise, nor shall there be any sale, issuance or transfer or securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.
Forward-Looking Statements
This communication includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact contained in this communication including, without limitation, statements regarding NPA's or AST's financial position, business strategy and the plans and objectives of management for future operations; anticipated financial impacts of the Business Combination; the satisfaction of the closing conditions to the Business Combination; and the timing of the completion of the Business Combination, are forward-looking statements. Words such as "expect," "believe," "anticipate," "intend," "estimate," "seek" and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management's current beliefs, based on information currently available.
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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 NPA's and AST's control and are
difficult to predict. Factors that may cause such differences include, but are
not limited to: (i) the occurrence of any event, change or other circumstances
that could give rise to the termination of the Equity Purchase Agreement or
could otherwise cause the Business Combination to fail to close; (ii) the
outcome of any legal proceedings that may be instituted against NPA and AST
following the execution of the Equity Purchase Agreement and the Business
Combination; (iii) any inability to complete the Business Combination, including
due to failure to obtain approval of the stockholders of NPA or other conditions
to closing in the Equity Purchase Agreement; (iv) the receipt of an unsolicited
offer from another party for an alternative business transaction that could
interfere with the Business Combination; (v) the inability to maintain the
listing of the shares of common stock of the post-acquisition company on
NPA cautions that the foregoing list of factors is not exclusive. NPA 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 section of
NPA's Annual Report on Form 10-K filed with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 2.1† Equity Purchase Agreement, dated as ofDecember 15, 2020 , by and amongAST & Science LLC ,New Providence Acquisition Corp. ,New Providence Management LLC , the AST Existing Equityholder Representative and the AST Existing Equityholders listed on Annex A thereto 10.1 Form of Subscription Agreement 99.1 Press Release, datedDecember 16, 2020 99.2 Investor Presentation
† Certain of the exhibits and schedules to this exhibit have been omitted in
accordance with Regulation S-K Item 601(b)(2). NPA agrees to furnish
supplementally a copy of all omitted exhibits and schedules to the SEC upon
its request.
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