Current Report Filing (8-k)
September 24 2021 - 5:01PM
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2021-09-20
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2021-09-20
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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): September 20, 2021
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)
|
|
(IRS
Employer
Identification
No.)
|
Midland
Intl. 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
Not
Applicable
(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
|
Warrants
exercisable for one share of Class A common stock at an exercise price of $11.50
|
|
ASTSW
|
|
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.
Section
1 – Registrant’s Business and Operations
Item
1.01 Entry into a Material Definitive Agreement.
On
September 20, 2021, AST & Science LLC, a subsidiary of AST SpaceMobile, Inc. (the “Company”) and Joint Stock Company
GK Launch Services (“GK”, and together with the Company, the “Parties”) entered into a letter agreement (the
“Letter Agreement”) related to the Parties’ existing launch services contract, dated as of July 17, 2020 (the “Launch
Services Contract”).
As
previously disclosed, on July 23, 2021, the Company entered into an agreement with Space Exploration Technologies Corp. (“SpaceX”)
relating to the launch of the Company’s BlueWalker 3 test satellite (“BW3”). The launch of BW3 was originally scheduled
to occur under the Launch Service Contract and to coincide with the launch of a primary payload by GK from an unrelated entity. However,
the primary payload from such unrelated entity was delayed and in order to obtain greater certainty regarding the BW3 launch date, the
Company entered into the launch agreement with SpaceX, an alternate launch provider offering an available launch period for BW3 beginning
March 2022. The exact timing of such launch is contingent on a number of factors, including satisfactory and timely completion of construction
and testing of BW3.
Among
other things, the Letter Agreement permits the Parties to seek to identify other opportunities for the launch of the Company’s
future payloads and credits the $2.7 million the Company has paid GK under the Launch Services Contract for such future launch services.
Neither of the Parties will have any further obligations or payments required under the Launch Services Contract unless the Parties reach
an agreement regarding future services.
The
foregoing description of the Letter Agreement and the Launch Services Contract does not purport to be complete and is qualified in its
entirety by reference to the full text of those documents, which Letter Agreement is attached as Exhibit 10.1 to this Form 8-K, and documents
are incorporated herein by reference.
*
Certain portions of this Exhibit have been redacted pursuant to Item 601(b)(10) of Regulation S-K.
SIGNATURES
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.
Dated:
September 24, 2021
|
AST
SPACEMOBILE, INC.
|
|
|
|
|
By:
|
/s/
Thomas Severson
|
|
Name:
|
Thomas
Severson
|
|
Title:
|
Chief
Financial Officer
|
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