Current Report Filing (8-k)
27 April 2023 - 8:05PM
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2023-04-26
2023-04-26
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2023-04-26
2023-04-26
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2023-04-26
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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): April 26, 2023
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) |
Registrant’s
Telephone Number, Including Area Code: (432) 276-3966
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
2.02. Results of Operations and Financial Condition
Item.
8.01 Other Events
On
April 26, 2023, AST SpaceMobile, Inc. (“AST SpaceMobile” or the “Company”) issued a press release announcing
its preliminary estimated financial results for the first quarter ended March 31, 2023. A copy of the press release is attached hereto
as Exhibit 99.1 and incorporated by reference herein.
Forward-Looking
Statements
This
Current Report on Form 8-K contains forward-looking statements, which involve risk and uncertainties. The words “could,”
“believe,” “expect,” “estimate,” “may,” “will,” “could,” “plan,”
or “continue” and similar expressions are intended to identify forward-looking statements. The Company’s actual results
could differ significantly from the results discussed in such forward-looking statements. Factors that could cause or contribute to such
differences in results and outcomes include, without limitation, those discussed under the heading “Risk Factors” in the
Company’s Annual Report on Form 10-K for the year ended December 31, 2022. Readers are urged not to place undue reliance on these
forward-looking statements, which speak only as of the date of this Current Report on Form 8-K. The Company undertakes no obligation
to (and expressly disclaims any obligation to) revise or update any forward-looking statement, whether as a result of new information,
subsequent events, or otherwise (except as may be required by law), in order to reflect any event or circumstance which may arise after
the date of this Current Report on Form 8-K.
Item
9.01 Financial Statements and Exhibits.
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 thereunto duly authorized.
|
AST
SPACEMOBILE, INC. |
|
|
|
Date:
April 26, 2023 |
By: |
/s/
Sean R. Wallace |
|
Name: |
Sean
R. Wallace |
|
Title: |
Chief
Financial Officer |
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