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): January 29, 2024

 

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. ☐

 

 

 

Item 8.01. Other Events.

 

As previously disclosed, on January 23, 2024, AST SpaceMobile, Inc. (the “Company”), closed its previously announced offering of 32,258,064 shares of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”) pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-268087), which was filed with the Securities and Exchange Commission on October 31, 2022. Pursuant to the Underwriting Agreement, dated January 18, 2024 (the “Underwriting Agreement”), by and among the Company, AST & Science, LLC and UBS Securities LLC and Barclays Capital Inc., as representatives for the several underwriters named therein (the “Underwriters”), the Underwriters were granted a 30-day option (the “Option”) to purchase up to an additional 4,838,709 shares of Class A Common Stock (the “Option Shares”) from the Company on the same terms and conditions.

 

On January 25, 2024, the Underwriters notified the Company that they had elected to exercise the Option in full. The offering of the Option Shares closed on January 29, 2024, raising net proceeds before offering expenses of $14.1 million.

 

The opinion of Sullivan & Cromwell LLP, counsel to the Company, is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated by reference to the Prospectus Supplement, dated January 18, 2024 and filed with the Securities and Exchange Commission on January 19, 2024.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
5.1		Opinion of Sullivan & Cromwell LLP.
23.1		Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

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: January 29, 2024

	AST SPACEMOBILE, INC.
	By:	/s/ Sean R. Wallace
	Name:	Sean R. Wallace
	Title:	Chief Financial Officer

 

 

Exhibit 5.1

 

[Letterhead of Sullivan & Cromwell LLP]

 

January 29, 2024

 

AST SpaceMobile, Inc.,

Midland Intl. Air & Space Port,

2901 Enterprise Lane, Midland, Texas, 79706

 

Ladies and Gentlemen:

 

In connection with the registration under the Securities Act of 1933 (the “Act”) of 4,838,709 shares of Class A common stock, par value $0.0001 per share (the “Securities”) of AST SpaceMobile, Inc., a Delaware corporation (the “Company”), we, as your counsel, have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion. Upon the basis of such examination, it is our opinion that the Securities have been duly authorized and validly issued, and are fully paid and nonassessable.

 

In rendering the foregoing opinion, we are not passing upon, and assume no responsibility for, any disclosure in any registration statement or any related prospectus or other offering material relating to the offer and sale of the Securities.

 

The foregoing opinion is limited to the Federal laws of the United States and General Corporation Law of the State of Delaware, and we are expressing no opinion as to the effect of the laws of any other jurisdiction.

 

We have relied as to certain factual matters on information obtained from public officials, officers of the Company and other sources believed by us to be responsible.

 

We hereby consent to the filing of this opinion as an exhibit to the

 

Registration Statement and to the references to us under the heading “Legal Matters” in the Prospectus Supplement relating to the Securities, dated January 18, 2024. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

 

	Very truly yours,
	/s/ SULLIVAN & CROMWELL LLP

 

v3.24.0.1

Cover	Jan. 29, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 29, 2024
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 Intl. 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
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Class Common Stock Par Value 0. 0001 Per Share [Member]
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	ASTS
Security Exchange Name	NASDAQ
Warrants Exercisable For One Share Of Class Common Stock At Exercise Price Of 11. 50 [Member]
Title of 12(b) Security	Warrants exercisable for one share of Class A common stock at an exercise price of $11.50
Trading Symbol	ASTSW
Security Exchange Name	NASDAQ

---