UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
AST
SpaceMobile, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
00217D100
(CUSIP Number)
Eduardo L. Hernandez
c/o Cisneros Group of Companies
700 NW 1st Avenue, Suite 1700
Miami, Florida 33136
(305) 442-3405
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 4, 2024
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition that is the subject of this Schedule 13D and is filing this schedule because of Rule 13d-1(e),
13d-1(f) or 13d-1(g), check the following box ¨.
Note: Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7 for other parties to whom copies are
to be sent.
* The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this
cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No. 00217D100 | 13D/A | Page 2 of 12 pages |
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Invesat LLC 30-1194772 |
2 |
CHECK THE APPROPRIATE BOX IF
A MEMBER OF A GROUP
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS (See Instructions)
OO (see Item 3) |
5 |
CHECK IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED
VOTING POWER
0 |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0 |
14 |
TYPE OF REPORTING PERSON (See Instructions)
OO (see Item 2) |
|
|
|
|
CUSIP No. 00217D100 | 13D/A | Page 3 of 12 pages |
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Antares Technologies LLC
87-1257207 |
2 |
CHECK THE APPROPRIATE BOX IF
A MEMBER OF A GROUP
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS (See Instructions)
OO (see Item 3) |
5 |
CHECK IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
10,445,200 (1) (see Item 5) |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
10,445,200 (1) (see Item 5) |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,445,200 (1) |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6% (2) |
14 |
TYPE OF REPORTING PERSON (See Instructions)
OO (see Item 2) |
|
|
|
|
(1) | The other Stockholder Parties (as defined below) are not included as
reporting persons in this Amendment (as defined below), and the Reporting Persons expressly disclaim beneficial ownership of the shares
of Class A Common Stock held by the other Stockholder Parties. See Item 2. |
(2) | Calculations of the percentage of the shares of Class A Common Stock
beneficially owned assume: (i) 127,639,851 shares of Class A Common Stock outstanding as of January 29, 2024, as reported on Form 8-K
filed by the Issuer (as defined below) on January 29, 2024 (the “January 29, 2024 Form 8-K”) and Form 424B5 filed by the Issuer
(as defined below) on January 19, 2024 (the “Prospectus Supplement”), and (ii) 10,445,200 shares of Class A Common Stock were
issued to Antares Technologies LLC pursuant to the Internal Reorganization (as defined below) and are outstanding. |
CUSIP No. 00217D100 | 13D/A | Page 4 of 12 pages |
1 |
NAME
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 2014 Scesaplana I Trust |
2 |
CHECK THE APPROPRIATE BOX IF
A MEMBER OF A GROUP
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS (See Instructions)
OO (see Item 3) |
5 |
CHECK IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
State of Nevada |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
10,542,310 (1) (2) (3) |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
10,542,310 (1) (2) (3) |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,542,310 (1) (2) (3) |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6% (4) |
14 |
TYPE OF REPORTING PERSON (See Instructions)
OO (see Item 2) |
|
|
|
|
(1) | Gustavo
A. Cisneros, passed away on December 29, 2023. The securities of the Issuer previously reported
as beneficially owned by Gustavo A. Cisneros were held indirectly through the 2014 Scesaplana
I Trust, a revocable trust established for the benefit of the family of Gustavo A. Cisneros
(the “Trust”). Upon the death of the Reporting Person, the Trust became irrevocable
and, going forward, the Trust will report beneficial ownership of the securities of the Issuer
previously reported by Mr. Cisneros for Schedule 13D reporting purposes. |
(2) | Comprised of (i) 10,445,200 shares of the Issuer’s Class A Common
Stock held directly by Antares Technologies LLC, (ii) 64,740 shares of the Issuer’s Class A Common Stock held by Acklinton Investments
LLC (“Acklinton”), a company indirectly owned through, and controlled by, the Trust, and (iii) 32,370 Warrants (as defined
below) held directly by Acklinton, each of which is exercisable for one share of Class A Common Stock at a strike price of $11.50 per
share. |
| |
(3) | The other Stockholder Parties (as defined below) are not included as
reporting persons in this Amendment (as defined below), and the Reporting Persons expressly disclaim beneficial ownership of the shares
of Class A Common Stock held by the other Stockholder Parties. See Item 2. |
| |
(4) | Calculations of the percentage of the shares of Class A Common Stock
beneficially owned assume (i) 127,639,851 shares of Class A Common Stock outstanding as of January 29, 2024, as reported on the January
29, 2024 Form 8-K and the Prospectus Supplement, (ii) all of the Warrants (as defined below) to purchase 32,370 shares of Class A Common
Stock have been exercised and all such shares of Class A Common Stock are outstanding, and (iii) 10,445,200 shares of Class A Common Stock
were issued to Antares Technologies LLC pursuant to the Internal Reorganization (as defined below) and are outstanding. |
CUSIP No. 00217D100 | 13D/A | Page 5 of 12 pages |
1 |
NAME
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Sequent (North America) LLC |
2 |
CHECK THE APPROPRIATE BOX IF
A MEMBER OF A GROUP
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS (See Instructions)
OO (see Item 3) |
5 |
CHECK IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
State of Nevada |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
10,542,310 (1) (2) (3) |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
10,542,310 (1) (2) (3) |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,542,310 (1) (2) (3) |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6% (4) |
14 |
TYPE OF REPORTING PERSON (See Instructions)
OO (see Item 2) |
|
|
|
|
| (1) | Gustavo A. Cisneros passed away on December
29, 2023. The securities of the Issuer previously reported as beneficially owned by Mr. Cisneros
were held indirectly through the Trust. Upon the death of Mr. Cisneros, the Trust became
irrevocable and, going forward, the Trust and its trustee, Sequent (North America) LLC (the
“Trustee”), will report beneficial ownership of the securities of the Issuer
previously reported by Mr. Cisneros for Schedule 13D reporting purposes. The Trustee does
not have a pecuniary interest in the shares held by the Trust. The Trustee is governed by
a board of advisors (the “Board of Advisors”) consisting of seven individuals,
which is directed by an investment committee (the “Investment Committee”) consisting
of three individuals. Under the Trust’s agreement, no member of the Board of Advisors
or Investment Committee may exercise any power thereunder related to any security for which
such individual is subject to Section 16 of the Securities Exchange Act of 1934, as amended. |
| (2) | Comprised of (i) 10,445,200 shares of the Issuer’s Class A Common Stock held directly by Antares
Technologies LLC, (ii) 64,740 shares of the Issuer’s Class A Common Stock held by Acklinton, a company indirectly owned through,
and controlled by, the Trust, and (iii) 32,370 Warrants (as defined below) held directly by Acklinton, each of which is exercisable for
one share of Class A Common Stock at a strike price of $11.50 per share. |
| (3) | The other Stockholder Parties (as defined below) are not included as reporting persons in this Amendment
(as defined below), and the Reporting Persons expressly disclaim beneficial ownership of the shares of Class A Common Stock held by the
other Stockholder Parties. See Item 2. |
| (4) | Calculations of the percentage of the shares of Class A Common Stock beneficially owned assume (i) 127,639,851
shares of Class A Common Stock outstanding as of January 29, 2024, as reported on the January 29, 2024 Form 8-K and the Prospectus Supplement,
(ii) all of the Warrants (as defined below) to purchase 32,370 shares of Class A Common Stock have been exercised and all such shares
of Class A Common Stock are outstanding, and (iii) 10,445,200 shares of Class A Common Stock were issued to Antares Technologies LLC pursuant
to the Internal Reorganization (as defined below) and are outstanding. |
CUSIP No. 00217D100 | 13D/A | Page 6 of 12 pages |
1 |
NAME
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Gustavo
A. Cisneros (1) |
2 |
CHECK THE APPROPRIATE BOX IF
A MEMBER OF A GROUP
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS (See Instructions)
OO (see Item 3) |
5 |
CHECK IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Venezuela |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
0 (1) (see Item 5) |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
0 (1) (see Item 5) |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (1) |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% |
14 |
TYPE OF REPORTING PERSON (See Instructions)
IN |
|
|
|
|
| (1) | The Reporting Person, Gustavo A. Cisneros, passed away on December 29, 2023. The securities of the Issuer
previously reported as beneficially owned by the Reporting Person were held indirectly through the Trust. Upon the death of the Reporting
Person, the Trust became irrevocable and, going forward, the Trust will report beneficial ownership of the securities of the Issuer previously
reported by Mr. Cisneros. |
CUSIP No. 00217D100 | 13D/A | Page 7 of 12 pages |
1 |
NAME
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Adriana Cisneros |
2 |
CHECK THE APPROPRIATE BOX IF
A MEMBER OF A GROUP
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS (See Instructions)
OO (see Item 3) |
5 |
CHECK IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
733,474 (1) (see Item 5) (2) |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
733,474 (1) (see Item 5) (2) |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
733,474 (1) (2) |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5% (3) |
14 |
TYPE OF REPORTING PERSON (See Instructions)
IN |
|
|
|
|
| (1) | Comprised of (i) 5,600 shares of the Issuer’s
Class A Common Stock held directly by Ms. Cisneros’s spouse Nicholas Griffin and (ii)
2,800 Warrants (as defined below) held directly by Ms. Cisneros’s spouse Nicholas Griffin,
each of which is exercisable for one share of Class A Common Stock at a strike price of $11.50
per share, (iii) 326,211 AST Incentive Equity Options (as defined in the Schedule 13D filed
by the Reporting Persons on April 6, 2021 (the “Original Schedule 13D”)), each
of which is vested and exercisable for Incentive Equity Units (as defined in the Original
Schedule 13D) in AST OpCo (as defined in the Original Schedule 13D), each of which is redeemable
for one share of Class A Common Stock of the Issuer, and (iv) 398,863 AST Incentive Equity
Options (as defined in the Original Schedule 13D), each of which is vested and exercisable
for Incentive Equity Units in AST OpCo, each of which is redeemable for one share of Class
A Common Stock of the Issuer on the later of (x) the 24-month anniversary of the closing
of the business combination between New Providence Acquisition Corp. and AST OpCo and (y)
the six-month anniversary of the date on which such AST Incentive Equity Options vested,
subject to the Issuer’s discretion to allow the Reporting Person to exchange such securities
for AST Common Units (as defined in the Original Schedule 13D) at an earlier time. |
| (2) | Upon the passing of Mr. Cisneros on December 29, 2023 (as described above) and the resulting changes in
the governance structure of the Trust, Ms. Cisneros does not have any voting power (including the power to vote, or to direct the vote)
or investment power (including the power to dispose, or direct the disposition) with respect to the securities of the Issuer beneficially
owned by the Trust or by Antares. |
| (3) | Calculations of the percentage of the shares of Class A Common Stock beneficially owned assume (i) 127,639,851
shares of Class A Common Stock outstanding as of January 29, 2024, as reported on the January 29, 2024 Form 8-K and the Prospectus Supplement,
(ii) all of the Warrants (as defined below) to purchase 32,370 shares of Class A Common Stock have been exercised and all such shares
of Class A Common Stock are outstanding, and (iii) 10,445,200 shares of Class A Common Stock were issued to Antares Technologies LLC pursuant
to the Internal Reorganization (as defined below) and are outstanding. |
CUSIP No. 00217D100 | 13D/A | Page 8 of 12 pages |
EXPLANATORY NOTE:
This Amendment No. 1 (this “Amendment”)
amends and supplements the Schedule 13D filed by the Reporting Persons on April 6, 2021 (the “Original Schedule 13D” and,
as amended and supplemented by this Amendment, the “Schedule 13D”), with respect to the Class A Common Stock. Capitalized
terms used in this Amendment and not defined herein shall have the same meanings ascribed to them in the Original Schedule 13D.
| Item 2. | Identity and Background |
Item 2 of the Original Schedule
13D is hereby amended by adding the following:
This Schedule 13D is being
filed on behalf of each of the following persons (each, a “Reporting Person” and, collectively, the “Reporting Persons”):
| (i) | Invesat LLC, a Delaware limited liability company (“Invesat”); |
| (ii) | Antares Technologies LLC, a Delaware limited liability company
(“Antares”); |
| (iii) | 2014
Scesaplana I Trust, a Nevada trust (the “Trust”); |
| (iv) | Sequent
(North America) LLC (the “Trustee”); |
| (v) | Gustavo
A. Cisneros (“Mr. Cisneros”); and |
| (vi) | Adriana
Cisneros (“Ms. Cisneros”). |
The agreement amongst the
Reporting Persons relating to the joint filing of this Amendment is attached as Exhibit 99.1 hereto.
The Reporting Persons
The business address of each
of Antares and the Trust is c/o Cisneros Group of Companies, 700 NW 1st Avenue, Suite 1700, Miami, Florida 33136. The business address
of the Trustee is 100 West Liberty Street, 10th Floor, Reno, Nevada, 89501. Attached as Schedule I and Schedule II hereto and incorporated
herein by reference are lists containing (a) the name, (b) the citizenship, (c) present principal occupation or employment and (d) name,
principal business address of any corporation or other organization in which such employment is conducted, of each director and officer
of each of Antares and the Trustee, respectively. The Trust does not have any directors or officers. Prior to the Internal Reorganization
(as defined below), Invesat was a wholly owned subsidiary of Antares. After giving effect to the Internal Reorganization, Invesat was
merged out of existence and no longer beneficially owns any shares of Class A Common Stock.
The Reporting Persons, Vodafone
Ventures Limited (“Vodafone”), Rakuten Mobile USA Service Inc. (“Rakuten”), ATC TRS II LLC (“American Tower”),
Abel Avellan and New Providence Management LLC (“NPA Sponsor” and together with the Reporting Persons, Vodafone, Rakuten,
American Tower and Abel Avellan, the “Stockholder Parties”) may be deemed to constitute a group for purposes of Rule 13d-3
under the Exchange Act. Shares beneficially owned by the Stockholder Parties, other than the Reporting Persons, are not the subject of
this Schedule 13D and accordingly, none of the other Stockholder Parties is included as a reporting person. For a description of the relationship
between the Reporting Persons and the other Stockholder Parties, see Item 4 below.
During the past five years
none of the Reporting Persons and, to the best of the Reporting Persons’ knowledge, no other person identified in response to this
Item 2, including those persons identified in Schedule I, has been (a) convicted in any criminal proceeding (excluding traffic violations
or similar misdemeanors) or (b) a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result
of which proceeding such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.
CUSIP No. 00217D100 | 13D/A | Page 9 of 12 pages |
| Item 3. | Source and Amount of Funds or Other Considerations |
Item 3 of the Original Schedule
13D is hereby amended by adding the following:
The information set forth
or incorporated by reference in Item 4, Item 5 and Item 6 is incorporated by reference into this Item 3.
| Item 4. | Purpose of Transaction |
Item 4 of the Original Schedule
13D is hereby amended by adding the following:
The information set forth
or incorporated by reference in Items 3, 5 and 6 of this Schedule 13D is incorporated by reference into this Item 4.
Internal Reorganization
On March 4, 2024, the Reporting
Persons completed the series of transactions described below (including a Blocker Merger Transaction as defined in the A&R Operating
Agreement) to acquire shares of the Issuer’s Class A Common Stock in a tax efficient manner (the “Internal Reorganization”).
The purpose of the Internal Reorganization is to facilitate a pledge by certain of the Reporting Persons of their shares of the Issuer’s
Class A Common Stock as collateral security for the benefit of their financing sources in connection with a margin loan financing arrangement
unrelated to the Issuer entered into by such Reporting Persons and/or their affiliates.
First, on March 4, 2024, Invesat
exercised the 319,033 AST Incentive Equity Options held by Invesat (as described in the Original Schedule 13D) pursuant to a cashless
exercise in exchange for 312,659 “Incentive Equity Units” of AST OpCo, which “Incentive Equity Units” were then
converted on a one-to-one basis for 312,659 Common Units (as permitted by the Issuer in its capacity as the managing member of AST OpCo).
Then, immediately following such exercise and conversion, on March 4, 2024, Invesat entered into that certain Merger Agreement, dated
as of March 4, 2024 (the “Merger Agreement”), with Antares, Hackney Capital Ventures LTD, AST SpaceMobile Holdings II, LLC,
a newly formed wholly owned subsidiary of the Issuer (“AST Holdings II”), and AST SpaceMobile Holdings, LLC, a newly formed
wholly owned subsidiary of the Issuer (“AST Holdings”).
Pursuant to the Merger Agreement,
AST Holdings II merged with and into Invesat, with Invesat surviving such merger (the “First Merger”) and, immediately following
the First Merger, Invesat merged with and into AST Holdings, with AST Holdings surviving such merger (the “Second Merger”).
At the effective time of the First Merger, AST Holdings II caused the Issuer to deliver to Antares 10,445,200 shares of the Issuer’s
Class A Common Stock and at the effective time of the Second Merger, AST Holdings caused the 9,932,542 shares of the Issuer’s Class
B Common Stock previously held by Invesat (as described in the Original Schedule 13D) to be transferred to the Issuer and immediately
cancelled thereby. After giving effect to the transactions contemplated by the Merger Agreement, the separate limited liability company
existence of Invesat ceased, all of the AST Common Units and shares of Class B Common Stock of the Issuer held by Invesat became the property
of the Issuer, and Antares received 10,445,200 shares of the Issuer’s Class A Common Stock, with Antares holding such shares directly
and holding no other securities of the Issuer or any of its subsidiaries (including AST OpCo).
The foregoing description
of the Merger Agreement does not purport to be complete and is subject to and qualified in its entirety by the full text of the Merger
Agreement, a copy of which is included as Exhibit 99.2 to this Amendment and is incorporated herein by reference.
Amendments to Stockholders’ Agreement
and Registration Rights Agreement
CUSIP No. 00217D100 | 13D/A | Page 10 of 12 pages |
In connection with the Internal
Reorganization, the Issuer and its affiliates have agreed to use commercially reasonable efforts to take steps necessary to allow for
the amendment and/or assignment of each of the Stockholders’ Agreement and the Registration Rights Agreement, within forty-five
(45) days after the closings of the transactions contemplated by the Merger Agreement, to add Antares and remove Invesat as a party thereto
to allow Antares to benefit from all of the rights previously held by Invesat thereunder. In the event that the Registration Rights Agreement
and the Stockholders’ Agreement are not amended and/or assigned with such forty-five (45)-day period, the Issuer has agreed to enter
into a separate letter agreement with Antares which provides Antares with substantially the same rights as those held by Invesat LLC under
each of the Registration Rights Agreement and the Stockholders’ Agreement.
| Item 5. | Interest in Securities of the Issuer |
Item 5 of the Original Schedule
13D is hereby amended by adding the following:
The information set forth
or incorporated by reference in Items 3 and 4 of this Schedule 13D is incorporated by reference in its entirety into this Item 5.
(a) and (b)
Antares
Antares directly holds 10,445,200
shares of Class A Common Stock of the Issuer. The Trust is the ultimate control person of Antares.
The Trust
The Trust, which was a revocable
trust and established for the benefit of the family of Mr. Cisneros, became irrevocable upon the death of Mr. Cisneros on December 29,
2023, and, going forward, the Trust will report beneficial ownership of any shares of Class A Common Stock of the Issuer previously reported
by Mr. Cisneros. The Trust beneficially owns 10,542,310 shares of Class A Common Stock of the Issuer, comprised of (i) 10,445,200 shares
of the Issuer’s Class A Common Stock held directly by Antares, (ii) 64,740 shares of the Issuer’s Class A Common Stock held
by Acklinton, a company indirectly owned through, and controlled by, the Trust, and (iii) 32,370 Warrants (as defined below) held directly
by Acklinton, each of which is exercisable for one share of Class A Common Stock at a strike price of $11.50 per share.
The Trustee
The Trustee, which acts on
behalf of the Trust, is governed by the Board of Advisors consisting of seven individuals, which is directed by the Investment Committee
consisting of three individuals. Under the Trust’s agreement, no member of the Board of Advisors or Investment Committee may exercise
any power thereunder related to any security for which such individual is subject to Section 16 of the Securities Exchange Act of 1934,
as amended. The Trustee will report beneficial ownership of any shares of Class A Common Stock of the Issuer previously reported by Mr.
Cisneros that, going forward, are reported by the Trust, as described above.
Ms. Cisneros
Ms. Cisneros directly holds
326,211 AST Incentive Equity Options, each of which is vested and exercisable for Incentive Equity Units in AST OpCo, each of which is
redeemable for one share of Class A Common Stock of the Issuer. Each such AST Incentive Equity Option will continue to be subject to the
terms of the AST Incentive Plan and the applicable award agreement evidencing such AST Incentive Equity Option, and will further be subject
in all regards to the terms and conditions of the A&R Operating Agreement.
CUSIP No. 00217D100 | 13D/A | Page 11 of 12 pages |
Ms. Cisneros additionally
directly holds 398,863 AST Incentive Equity Options, each of which is vested and exercisable for Incentive Equity Units in AST OpCo, each
of which is redeemable for one share of Class A Common Stock of the Issuer on the later of (x) the 24-month anniversary of the closing
of the business combination between New Providence Acquisition Corp. and AST and (y) the six-month anniversary of the date on which such
AST Incentive Equity Options vested, subject to the Issuer’s discretion to allow the Reporting Person to exchange such securities
for AST Common Units at an earlier time. Each such AST Incentive Equity Option will continue to be subject to the terms of the AST Incentive
Plan and the applicable award agreement evidencing such AST Incentive Equity Option, and will further be subject in all regards to the
terms and conditions of the A&R Operating Agreement.
As of the date of this Schedule
13D, Ms. Cisneros may be deemed to beneficially own 5,600 shares of Class A Common Stock and 2,800 Warrants, which are held by her spouse
Nicholas Griffin (“Mr. Griffin”), who purchased such securities prior to the Business Combination in two lots: (i) 2,400 NPA
Units, purchased on December 16, 2020 at a price of $10.80 per NPA Unit, for a total of 2,400 shares of Class A Common Stock and 1,200
Warrants and (ii) 3,200 NPA Units, purchased on January 14, 2021 for a purchase price of $15.82 per NPA Unit, for a total of 3,200 shares
of Class A Common Stock and 1,600 Warrants. Ms. Cisneros expressly disclaims beneficial ownership of the securities of the Issuer held
by Mr. Griffin.
Upon the passing of Mr. Cisneros
on December 29, 2023 (as described above) and the resulting changes in the governance structure of the Trust, Ms. Cisneros does not have
any voting power (including the power to vote, or to direct the vote) or investment power (including the power to dispose, or direct the
disposition) with respect to the securities of the Issuer beneficially owned by the Trust or by Antares.
As discussed in Item 2 above,
the other Stockholder Parties are not included as reporting persons in this Schedule 13D, and the Reporting Persons expressly disclaim
beneficial ownership of the shares of Class A Common Stock held by the other Stockholder Parties.
(c)
None.
(d)
None.
(e)
Invesat
As a result of the transactions
described in Item 4, which description is incorporated herein by reference, Invesat ceased to be the beneficial owner of any shares of
Class A Common Stock of the Issuer. The filing of this Amendment No. 1 represents the final amendment to the Schedule 13D, and constitutes
an exit filing, for Invesat.
Mr. Cisneros
Mr. Cisneros, passed away
on December 29, 2023. The securities of the Issuer previously reported as beneficially owned by Mr. Cisneros were held indirectly through
the Trust, which was revocable and established for the benefit of the family of Mr. Cisneros. Upon the death of Mr. Cisneros, the Trust
became irrevocable and, going forward, the Trust and the Trustee will report beneficial ownership of any shares of Class A Common Stock
of the Issuer previously reported by Mr. Cisneros. The filing of this Amendment No. 1 represents the final amendment to the Schedule 13D,
and constitutes an exit filing, for Mr. Cisneros.
CUSIP No. 00217D100 | 13D/A | Page 12 of 12 pages |
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
The information set forth
or incorporated by reference in Items 2, 3, 4 and 5 of this Amendment is incorporated by reference in its entirety into this Item 6.
Except as set forth herein,
the Reporting Persons do not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with
respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning
the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees
of profits, division of profits or losses, or the giving or withholding of proxies.
Securities Financing Arrangement
On December 20, 2023, certain of the Reporting
Persons (the “Loan Parties”) entered into an amended and restated line of credit agreement (the “LOC Agreement”)
and an amended and restated collateral agreement (the “Pledge Agreement” and together with the LOC Agreement, the “LOC
Documents”), with JPMorgan Chase Bank, N.A. (“JPM”) in connection with a line of credit (the “LOC”). Pursuant
to the LOC Documents, among other things, the Loan Parties agreed to pledge certain shares of Class A Common Stock issued in connection
with the Internal Reorganization (the “Pledged Issuer Shares”). The LOC currently matures on March 31, 2026, subject to any
mutually agreed extension and further subject to acceleration pursuant to the terms of the LOC Documents. Upon the occurrence of certain
events, JPM may exercise its right to require the Loan Parties to prepay the loan proceeds or post additional collateral, and JPM may
exercise its rights to foreclose on, and dispose of, the Pledged Issuer Shares and other or additional collateral in accordance with the
LOC Documents.
| Item 7. | Material to be Filed as Exhibits |
SIGNATURES
After reasonable inquiry and
to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Date: March 6, 2024 |
INVESAT LLC |
|
|
|
By: |
/s/ Eduardo L. Hernandez |
|
Name: |
Eduardo L. Hernandez |
|
Title: |
Attorney-in-fact |
Date: March 6, 2024 |
ANTARES TECHNOLOGIES LLC |
|
|
|
By: |
/s/ Eduardo L. Hernandez |
|
Name: |
Eduardo L. Hernandez |
|
Title: |
Attorney-in-fact |
Date: March 6, 2024 |
2014 SCESAPLANA I TRUST |
|
|
|
By: |
/s/ Carl Pierleoni |
|
Name: |
Carl Pierleoni |
|
Title: |
Director |
Date: March 6, 2024 |
SEQUENT (NORTH AMERICA) LLC |
|
|
|
By: |
/s/ Carl Pierleoni |
|
Name: |
Carl Pierleoni |
|
Title: |
Director |
Date: March 6, 2024 |
ESTATE OF GUSTAVO CISNEROS |
|
|
|
By: |
/s/ Maria Auxiliadora Cacabelos |
|
Name: |
Maria Auxiliadora Cacabelos |
|
Title: |
Executor |
Date: March 6, 2024 |
ADRIANA CISNEROS |
|
|
|
/s/ Adriana Cisneros |
SCHEDULE I
Set forth below is the name, position and present
principal occupation of the directors and officers of Antares Technologies LLC. The business address of each of such persons is c/o Cisneros
Group of Companies, 700 NW 1st Avenue, Suite 1700, Miami, Florida 33136.
Name |
Citizenship |
Principal Occupation or Employment |
Adriana Cisneros |
United States, Venezuela & Spain |
Director & President, Antares; CEO Cisneros |
Ariel Prat |
Venezuela & Spain |
Director & Treasurer, Antares; CFO, Cisneros |
Miguel Dvorak |
United States & Venezuela |
Director & Secretary Antares; COO, Cisneros |
SCHEDULE II
Set forth below is the name, position and present
principal occupation of the directors and officers of Sequent (North America) LLC. The business address of each of such persons is 201
West Liberty Street, Suite 100, Reno, Nevada, 89501.
Name |
Citizenship |
Principal Occupation or Employment |
Andrew Penney |
United Kingdom |
Managing Director Sequent UK/Head of Wealth Planning Sequent Group |
Carl Pierleoni |
United States |
Director Sequent North America |
Robert Armstrong |
United States |
Partner, McDonald Carano LLP |
Marco Jaegar |
Switzerland |
Managing Director Sequent (Schweiz) AG |
Andreas Klimek |
Switzerland & Germany |
Chief Operating Officer Sequent Group |
Exhibit 99.7
Joint Filing Agreement
In
accordance with Rule 13d-1(k) under the Securities and Exchange Act of 1934, as amended, the persons or entities named below
agree to the joint filing on behalf of each of them of a statement on Schedule 13D/A (including any subsequent amendments thereto) with
respect to the shares of the Issuer and further agree that this joint filing agreement be included as an exhibit to this Schedule 13D/A.
IN
WITNESS WHEREOF, the undersigned, being duly authorized, have executed this Joint Filing Agreement as of March 6, 2024.
|
INVESAT LLC |
|
|
|
|
By: |
/s/ Eduardo L. Hernandez |
|
Name: |
Eduardo L. Hernandez |
|
Title: |
Attorney-in-fact |
|
ANTARES TECHNOLOGIES LLC |
|
|
|
|
By: |
/s/ Eduardo L. Hernandez |
|
Name: |
Eduardo L. Hernandez |
|
Title: |
Attorney-in-fact |
|
2014 SCESAPLANA I TRUST |
|
|
|
|
By: |
/s/ Carl Pierleoni |
|
Name: |
Carl Pierleoni |
|
Title: |
Director |
|
SEQUENT (NORTH AMERICA) LLC |
|
|
|
|
By: |
/s/ Carl Pierleoni |
|
Name: |
Carl Pierleoni |
|
Title: |
Director |
|
ESTATE OF GUSTAVO CISNEROS |
|
|
|
|
By: |
/s/ Maria Auxiliadora Cacabelos |
|
Name: |
Maria Auxiliadora Cacabelos |
|
Title: |
Executor |
|
ADRIANA CISNEROS |
|
|
|
/s/ Adriana Cisneros |
Exhibit 99.8
EXECUTION VERSION
AGREEMENT AND PLAN OF MERGER
This Agreement and Plan of
Merger (this “Agreement”) is made and entered into as of March 4, 2024 by and among (i) Invesat LLC, a Delaware
limited liability company (“Invesat”), (ii) Antares Technologies LLC, a Delaware limited liability company (“Antares”),
(iii) Hackney Capital Ventures LTD, a British Virgin Islands entity (“Hackney”), (iv) AST SpaceMobile Holdings
II, LLC, a Delaware limited liability company that is treated as a disregarded entity of PubCo for U.S. federal income tax purposes (“AST
Holdings II”), and (v) AST SpaceMobile Holdings, LLC, a Delaware limited liability company that is treated as a disregarded
entity of PubCo (as defined below) for U.S. federal income tax purposes (“AST Holdings” and together with AST Holdings
II, the “AST Parties”).
WHEREAS, Invesat holds
200,000 shares of Class A common stock of AST SpaceMobile, Inc., a Delaware corporation and the sole owner of AST Holdings
(“PubCo”), par value $0.0001 per share (“Class A Shares”);
WHEREAS, immediately prior
to the First Effective Time (as defined below), Invesat will own 10,245,200 Common Units (“Legacy Units”) of
AST & Science LLC, a Delaware limited liability company and Subsidiary of PubCo (“OpCo”), and is a member
of OpCo party to the Fifth Amended and Restated Limited Liability Company Operating Agreement of OpCo (the “OpCo Agreement”);
WHEREAS, Invesat owns
9,932,541 shares of Class B common stock of PubCo, par value of $0.0001 per share (such 9,932,541 shares, the “Specified
Class B Shares”);
WHEREAS, Invesat has
requested that, in accordance with Section 11.8 of the OpCo Agreement, PubCo work with Invesat to structure a transaction to merge
Invesat with and into a subsidiary of PubCo;
WHEREAS, in connection with
the First Merger (as defined below), Invesat will merge with AST Holdings II, with Invesat as the surviving company of such merger,
with Invesat entitled to receive the Merger Consideration (as defined below);
WHEREAS, in connection with
the Second Merger (as defined below) each of the Specified Class B Shares will automatically and without further action by Invesat
be transferred to PubCo for no consideration;
WHEREAS, the board of directors
of Invesat has unanimously authorized and approved this Agreement and the First Merger and Second Merger (together, the “Mergers”),
upon the terms and subject to the conditions set forth herein, with the purpose of the Mergers being to combine ownership into one entity;
WHEREAS, Antares, in its
capacity as the sole member of Invesat, has authorized and approved this Agreement and the Mergers, upon the terms and subject to the
conditions set forth herein; and
WHEREAS, PubCo, in its capacity
as the sole member of AST Holdings, has authorized and approved this Agreement and the Second Merger, upon the terms and subject to the
conditions set forth herein, and in its capacity as the sole member of AST Holdings II, has authorized and approved this Agreement and
the First Merger, upon the terms and subject to the conditions set forth herein (such approval, collectively, the “AST Member
Approval”).
AGREEMENT
NOW, THEREFORE, in consideration
of the mutual representations, warranties, covenants and agreements set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound hereby, agree as follows:
ARTICLE 1
THE MERGERs; CLOSINGs
1.1. Mergers.
(a) First
Merger. Subject to the terms and conditions of this Agreement and the applicable provisions of the Limited Liability Company Act
of the State of Delaware (the “DLLCA”), at the First Effective Time, AST Holdings II shall be merged with and into
Invesat (such merger, the “First Merger”), the separate limited liability company existence of AST Holdings II shall
cease, and Invesat shall continue as the surviving entity of the Merger under the laws of the State of Delaware. Invesat, as the surviving
entity in the First Merger, is referred to hereinafter as the “First Surviving Company.”
(b) Second
Merger. Subject to the terms and conditions of this Agreement and the applicable provisions of the DLLCA, at the Second Effective
Time, the First Surviving Company will be merged with and into AST Holdings (such merger, the “Second Merger”), the
separate limited liability company existence of the First Surviving Company shall cease, and AST Holdings shall continue as the surviving
entity of the Merger under the laws of the State of Delaware. AST Holdings, as the surviving entity in the Merger, is referred to hereinafter
as the “Second Surviving Company.”
(c) Invesat
Board and Member Approval. Prior to the First Closing, Invesat delivered to AST Holdings a true and correct copy of the omnibus
resolutions of (i) the board of Invesat and (ii) Antares, in its capacity as the sole member of Invesat, unanimously approving
this Agreement, the Transaction Documents and the Transactions, including the Mergers contemplated thereby, a copy of which is annexed
hereto as Exhibit A (the “Invesat Board and Member Approval”).
(d) Invesat
Secretary’s Certificate. Prior to the First Closing, Invesat delivered a certificate of Invesat’s secretary to AST
Holdings certifying the Invesat Board and Member Approval, a copy of which is annexed hereto as Exhibit B.
(e) AST
Member Approval. Prior to the First Closing, AST Holdings delivered to Invesat a true and correct copy of the AST Member Approval,
a copy of which is annexed hereto as Exhibit C.
(f) AST
Officer’s Certificate. Prior to the First Closing, AST Holdings delivered a certificate of an officer of AST Holdings to Invesat
certifying the AST Member Approval, a copy of which is annexed hereto as Exhibit D.
(g) Tax
Opinion. Prior to the First Closing, AST Holdings has received a written opinion from Sullivan & Cromwell LLP (“AST
Tax Counsel”) dated as of the Closing, in a form and substance reasonably satisfactory to AST Holdings to the effect that,
on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Mergers, taken together, will qualify
as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering such opinion, AST Tax Counsel
has relied upon representations contained in certificates of officers of Invesat and PubCo.
(h) Tax
Representation Letter. Prior to the First Closing, each of Invesat, AST Holdings II and AST Holdings executed and delivered to AST
Tax Counsel representations contained in certificates of officers of Invesat, AST Holdings II and AST Holdings.
(i) Tax
Matters. The parties hereto acknowledge and agree that, for federal income tax purposes, (a) this Agreement is intended to be
a “plan or reorganization” for purposes of Treasury Regulation section 1.368-1; (b) the Mergers, taken together, are
intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code (the “Tax Treatment”);
(c) no income, gain or loss is intended to be recognized by any of the parties hereto or PubCo as a result of the Mergers; and (d) that
Invesat and PubCo are parties to a reorganization within the meaning of Section 368(a) of the Code. The parties hereto shall
not take any tax reporting position inconsistent with the Tax Treatment, unless otherwise required pursuant to any change in applicable
law after the Closings, or a “determination” within the meaning of Section 1313(a) of the Code. The parties further
acknowledge and agree that prior to the First Closing, Invesat has delivered to AST Holdings II and AST Holdings an executed statement
substantially in the form of Exhibit G confirming that Antares’ interest in Invesat is not a U.S. real property interest
as defined in Section 897(c) of the Code and the regulations thereunder as of the date hereof, and therefore no withholding
of the Merger Consideration is required under section 1445 in connection with the Mergers.
(j) First
Certificate of Merger. At the First Closing, the parties shall cause the First Merger to be effected by filing a certificate of merger
with the Secretary of State of Delaware in accordance with the provisions of the DLLCA in the form attached as Exhibit E
hereto (the “Delaware First Certificate”).
(k) First
Effective Time. The First Merger shall become effective on 9:05 a.m. on the date hereof (the “First Effective Time”).
(l) Effects
of the First Merger. At the First Effective Time, the effect of the First Merger shall be as provided in Section 18-209 of the
DLLCA.
(m) Cancellation
of Outstanding AST Holdings II Interests and Consideration Therefor; No Appraisal Rights. At the First Effective Time, by virtue
of the First Merger and without any additional action on the part of AST Holdings II, Invesat or any of their respective equity
holders, each limited liability company interest of AST Holdings II outstanding immediately prior to the First Effective Time will be
canceled. In exchange therefor, AST Holdings II shall cause the delivery to Antares, in its capacity as the sole member of Invesat, of
10,445,200 Class A Shares (the “Merger Consideration”), which shall be evidenced by book entry receipt on the
PubCo transfer agent’s account (and evidence thereof shall be provided by PubCo to Antares). For the avoidance of doubt, the limited
liability company interests of Invesat issued and outstanding pursuant to the Certificate of Formation of Invesat, dated as of June 25,
2018, shall constitute the interests of the First Surviving Company from and after the First Effective Time. No equity holders of AST
Holdings II shall have a right of appraisal or any similar right with respect to the First Merger.
(n) Second
Certificate of Merger. At the Second Closing, the parties shall cause the Second Merger to be effected by filing a certificate of
merger with the Secretary of State of Delaware in accordance with the provisions of the DLLCA in the form attached as Exhibit F
hereto (the “Delaware Second Certificate”).
(o) Second
Effective Time. The Second Merger shall become effective on 9:10 a.m. on the date hereof (the “Second Effective Time”).
(p) Effects
of the Second Merger. At the Second Effective Time, the effect of the Second Merger shall be as provided in Section 18-209 of
the DLLCA.
(q) Cancellation
of Outstanding Invesat Interests and Consideration Therefor; No Appraisal Rights. By virtue of the Second Merger and without any
additional action on the part of AST Holdings, Invesat or any of their respective equity holders, each limited liability company
interest of Invesat outstanding immediately prior to the Second Effective Time will be canceled for no additional consideration. For
the avoidance of doubt, the limited liability company interests of AST Holdings issued and outstanding pursuant to the Certificate of
Formation of AST Holdings, dated as of October 16, 2023, shall constitute the interests of the Second Surviving Company from and
after the Second Effective Time. No equity holders of Invesat shall have a right of appraisal or any similar right with respect to the
Second Merger.
(r) Retirement
of Specified Class B Shares. At the Second Effective Time, concurrently with the Second Merger, AST Holdings shall cause the
Specified Class B Shares to be transferred to PubCo. Invesat, in its capacity as holder of the Specified Class B Shares, shall
cease to have any rights with respect to such Specified Class B Shares, except as expressly provided herein or by applicable law.
Such Class B Shares shall be cancelled by PubCo upon return thereto.
(s) Assignment
of Rights from Invesat to Antares. To the extent that any such assignment is permissible pursuant to the terms thereof, any and all
rights of Invesat under (i) that certain Registration Rights Agreement, dated as of April 6, 2021, by and among PubCo, New
Providence Management LLC, a Delaware limited liability company (“Sponsor”) and the PubCo equity holders party thereto
(such agreement, the “RRA”) and (ii) that certain Stockholders’ Agreement, dated as of April 6, 2021,
by and among PubCo, Abel Avellan, Sponsor and the PubCo equity holders party thereto (the “SHA”), shall transfer from
Invesat to Antares immediately prior to the consummation of the First Merger. After the Closings, AST Holdings and its affiliates shall
use commercially reasonable efforts to take steps necessary to allow for the assignments and/or amendments to the RRA and the SHA within
forty-five (45) days after the Closings, necessary to allow Antares to have the same rights and obligations as Invesat. In the event
the RRA is not amended or assigned within forty-five (45) days after the Closings to allow for the transfer of rights from Invesat to
Antares, AST Holdings or its affiliate agree to enter into a registration rights agreement with Antares which provides Antares with substantially
the same rights as those held by Invesat under the RRA. In the event the SHA is not amended or assigned within forty-five (45) days after
the Closings to allow for the transfer of rights from Invesat to Antares, AST Holdings or its affiliate will enter into a separate agreement
with Antares which provides Antares with substantially the same rights as those held by Invesat under the SHA.
1.2. Closings.
The closing of the Transactions, including the First Closing and the Second Closing (the “Closings”), will be held
by electronic exchange of documents and counterpart signature pages simultaneously with the execution of this Agreement. For the
avoidance of doubt, the parties hereto intend that the First Closing shall occur prior to the Second Closing.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF INVESAT
Invesat represents and warrants
to the AST Parties as follows:
2.1. Organization,
Power and Standing. Invesat is a limited liability company duly formed, validly existing and
in good standing under the laws of the State of Delaware. Invesat has full limited liability company power to own, lease and operate
its properties and assets and to carry on its businesses as now conducted. The copies of Invesat’s certificate of formation and
limited liability agreement have been provided and are true, accurate, complete and correct copies thereof.
2.2. Subsidiaries.
Invesat does not have any Subsidiaries, and does not own or have the right to acquire, directly or indirectly, any equity interest in
any corporation, limited liability company, partnership, joint venture, trust or other business organization.
2.3. Qualifications.
Invesat is qualified to do business in and is in good standing in the State of Delaware. There are no other jurisdictions in which Invesat
must qualify to do business as a foreign entity in order to currently conducts business that makes such licensing or qualification necessary
to qualify to do business in order to own, lease and operate its properties and assets and to carry on its businesses as it is now conducted.
2.4. Due
Authorizations. Invesat has the limited liability company power and authority and has taken
all required limited liability company action on its part necessary to permit it to execute and deliver and to carry out the terms of
this Agreement and the other resolutions, consents, agreements, instruments and documents contemplated hereby (collectively, the “Transaction
Documents”).
2.5. Validity
and Enforceability. This Agreement and each of the other Transaction Documents to which it is
a party constitute the valid and legally binding obligations of Invesat, enforceable against Invesat in accordance with their terms,
except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting
the enforcement of creditors’ rights in general and by general principles of equity.
2.6. Capitalization.
Invesat’s single outstanding limited liability company interest is held by Antares. There are no outstanding options, warrants,
convertible or exchangeable securities or other rights that would obligate Invesat to issue any limited liability company interests or
other equity securities. There are no agreements to which Invesat is a party relating to the acquisition, disposition, voting or registration
of any limited liability company or other equity securities of Invesat. There are no outstanding equity appreciation, phantom equity
or profit participation rights with respect to the equity securities of Invesat.
2.7. Restructuring
Steps. Prior to the date hereof, Invesat completed the Intercompany Payments, which were
duly approved and authorized by all appropriate limited liability company action.
2.8. Business
Activities. Prior to the date hereof, Invesat (a) has not conducted any business other
than investing in, owning and holding securities of PubCo and OpCo and activities incidental thereto and to the maintenance of Invesat’s
existence as a limited liability company and (b) has not had any employees.
2.9. Assets
and Liabilities. Immediately prior to the First Effective Time, Invesat will have no assets,
liabilities or obligations of any nature other than 200,000 Class A Shares, 10,245,200 Legacy Units and 9,932,541 Specified Class B
Shares.
2.10. Tax
Matters.
(a) Since
November 13, 2020, Invesat has been classified as a corporation for U.S. federal income tax purposes, and neither the formation
nor the incorporation of Invesat was in contemplation of or in connection with the Merger.
(b) Invesat
has duly, timely (taking into account available extensions) and correctly made all filings, returns, payments and withholdings, given
all notices, maintained all records and supplied all other information in relation to Tax which it is required to make, give, maintain
or supply in respect of (i) items reported on any IRS Form K-1 or any other Tax Returns relating to taxable income of OpCo
or a Subsidiary thereof that is treated, for Tax purposes, as passed through to the holders of equity of OpCo or such Subsidiary provided
to Invesat by OpCo prior to the First Merger or (ii) not directly related to Invesat’s holding of Common Units of OpCo, and
all such returns, payments, withholdings, notices, records information were complete and accurate, including any and all filings through
and including the First Effective Time.
(c) To
the knowledge of Invesat, Invesat has not received notice of any action, audit, assessment or other proceeding, with respect to
Taxes of Invesat.
(d) Invesat
has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or
deficiency (except for extensions of time to file Tax Returns obtained in the ordinary course of business).
(e) Invesat
has never been a member of an affiliated, consolidated, combined, unitary or similar tax group (an “Affiliated Group”)
filing a consolidated federal income Tax Return.
(f) Invesat
has not been a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying
or intended to qualify under Section 355 of the Code or such portion of Section 361 as relates to Section 355 in the two
years prior to the date of this Agreement.
(g) There
is no lien for Taxes on any of the assets of Invesat.
(h) Invesat
has never been a party to any “reportable transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) (other
than a “loss transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(5)) (or any similar provision
of U.S. state or local or non-U.S. Tax Law).
(i) No
claim has been made by a Taxing Authority in a jurisdiction where Invesat does not file a particular type of Tax Return, or pay a particular
type of Tax, that Invesat is or may be subject to taxation of that type by, or required to file that type of Tax Return in, that jurisdiction
that has not been settled or resolved.
The representations and warranties made in this
Section 2.10 refer only to the past activities of Invesat and are not intended to serve as representations to, or a guarantee
of, nor can they be relied upon with respect to, Taxes attributable to any Tax periods (or portions thereof) beginning after, or Tax
positions taken after, the Closings.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF AST PARTIES
The AST Parties represent
and warrant, severally and not jointly, to Invesat as follows:
3.1. Organization,
Power and Standing. Each AST Party is a limited liability company organized, validly existing
and in good standing under the laws of the State of Delaware.
3.2. Power
and Authority; No-Conflict. Each AST Party has full limited liability company power and authority
and has taken all required action necessary to permit each respective one to execute and deliver and to carry out the terms of the Transactions.
The execution, delivery and performance by each AST Party of the Transaction Documents to which each is a party will not result in any
violation of, be in conflict with or constitute a default on the part of such AST Party, under its organizational documents.
3.3. Consents
and Approvals. No consent, order, approval, authorization, declaration or filing with or from
any Governmental Authority or third party is required on the part of such AST Party for the consummation of the Transactions.
3.4. Validity
and Enforceability. This Agreement and each of the other Transaction Documents to which it is
a party constitute the valid and legally binding obligations of the AST Parties, enforceable against them in accordance with their terms,
except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting
the enforcement of creditors’ rights in general and by general principles of equity.
3.5. Business
Activities. No AST Party has conducted any business activities since its formation other than
activities directed toward or in furtherance of the accomplishment of the Merger to which it is a party. Each AST Party was formed solely
for the purpose of engaging in the Transactions, has not conducted any business prior to the date hereof and has no assets, liabilities
or obligations of any nature other than those incident to its formation and pursuant to this Agreement and any Transaction Documents
to which it is or will be a party, as applicable, and the Transactions, as applicable.
ARTICLE 4
Tax Matters
4.1. Pre-Closing
Tax Returns. The parties hereto acknowledge that as a result of the Mergers, the separate existence
of Invesat will cease, and agree to treat the date hereof as the last day of the taxable period of Invesat for U.S. federal (and applicable
state and local) income Tax purposes. Antares (at its sole cost and expense) shall prepare or cause to be prepared and timely file or
cause to be timely filed all Tax Returns of Invesat for any taxable period ending on or prior to the date of the First Effective Time
(the “Pre-Closing Invesat Returns”). All such Pre-Closing Invesat Returns shall be prepared and filed in a manner
consistent with the past practice of Invesat, unless otherwise required by applicable Laws. Antares shall submit each of the Pre-Closing
Invesat Returns to AST Holdings at least thirty (30) days prior to the due date (taking into account any extensions) for the AST Parties’
review, comment, and approval (such approval not to be unreasonably withheld, conditioned, or delayed) and Antares shall reflect all
reasonable comments from the AST Parties on such Invesat Tax Returns. If Anatares and the AST Parties are unable to agree on any of the
AST Parties’ comments, such parties shall negotiate in good faith and use their respective commercially reasonable efforts to resolve
such items and, if they are unable to resolve such dispute, such dispute shall be resolved by a nationally recognized independent accounting
firm reasonably acceptable to all such parties, acting as an expert and not an arbitrator, for resolution on at least a “should”
basis and such firm’s determination shall be final. Following the Closings, the AST Parties shall reasonably cooperate, and shall
cause their direct and indirect subsidiaries to reasonably cooperate, with Antares (including, for the avoidance of doubt, by providing
any relevant information) to the extent reasonably requested by Antares in connection with the preparation and filing of any Pre-Closing
Invesat Tax Returns.
4.2. Tax
Contests. If any Governmental Authority issues to PubCo or any AST Party (a) a written
notice of its intent to audit or other similar proceeding that could give rise to any Indemnified Taxes, or (b) a written notice
of deficiency that includes any Indemnified Taxes (any of the foregoing, a “Tax Contest”), PubCo or the AST Party,
as applicable, shall notify Antares in writing of its receipt of such communication as soon as reasonably possible but in all cases within
thirty (30) days after such receipt, and such written notice shall be accompanied by copies of any notice or other documents received
from the Governmental Authority with respect to such Tax Contest. If any Governmental Authority issues a communication to Antares with
respect to any Tax Contest, Antares shall notify PubCo or the AST Party, as applicable, in writing of its receipt of such communication
as soon as reasonably possible but in all cases within thirty (30) days after such receipt, and such written notice shall be accompanied
by copies of any notice or other documents received from the Governmental Authority with respect to such Tax Contest. Antares (or any
Person or Persons it designates), at its expense, shall control the portion of any Tax Contest that relates to Indemnified Taxes; provided,
however, that Antares shall (i) keep PubCo or the AST Party reasonably apprised of the status of such portion of such Tax
Contest, (ii) provide PubCo or the AST Party with copies of all material correspondence received from the applicable Governmental
Authority in connection with such portion of such Tax Contest, and (iii) not settle, compromise or abandon such portion of such
Tax Contest without the prior written consent of PubCo or the AST Party (which consent shall not be unreasonably withheld, conditioned
or delayed). PubCo and the AST Parties shall take any actions (including granting Antares or its designee any necessary power of attorney)
reasonably necessary to allow Antares to exercise its right to control such portion of any Tax Contest pursuant to this Section 4.1.
For the avoidance of doubt, this Section 4.2 shall not apply to any Tax Contest of or with respect to any Affiliated Group
which includes PubCo, which shall be subject to the sole control of PubCo.
4.3. Tax
Refunds. Antares shall be entitled to any Tax refunds or overpayments in respect of Pre-Closing
Tax Periods that are received by PubCo or any AST Party in respect of any Indemnified Taxes, net of any out-of-pocket costs or Taxes
attributable to such refunds (any such amount, a “Tax Refund”); provided, that, for the avoidance of doubt,
Tax Refunds shall not include any Tax refunds received by Pubco or any AST Party attributable to Taxes or Tax attributes that are taken
into account in determining amounts payable under the Tax Receivable Agreement. PubCo and the AST Parties shall use commercially reasonable
efforts to make all filings prepared by Antares and take all actions as reasonably directed by Antares to secure any such Tax Refunds
as promptly as possible and to pay to Antares any such amount within fifteen (15) days after the actual receipt of or entitlement to
such Tax Refund.
ARTICLE 5
SURVIVAL; IMDEMNIFICATION; RELEASE
5.1. Indemnification.
Effective as of and after the Closing, Antares and Hackney, jointly and severally, agree to
indemnify, defend and hold harmless the AST Parties and its affiliates (the "Indemnified Parties") from and against
any and all losses, costs, payments, demands, interests, commitments, fines, penalties, forfeitures, expenses, liabilities, judgments,
deficiencies or damages (including actual costs of investigation and reasonable attorneys' fees and other costs and expenses) incurred
or sustained by the Indemnified Party as a result of or in connection with (a) any breach or inaccuracy of any of the representations
or warranties of Invesat contained herein, (b) the transactions contemplated herein, (c) any pre-closing activities of Invesat,
(d) any pre-closing liabilities of Invesat and (e) Indemnified Taxes.
5.2. Survival.
The Invesat representations and warranties provided in Article 2 shall survive the
Closing and the termination of this Agreement but shall expire six (6) months following the expiration of the period specified in
the applicable statute of limitations, and there is no deductible, set-off, threshold, or ceiling on indemnification as provided for
in Section 5.1 against breaches thereof.
5.3. Mutual
Release.
(a) Antares
and its affiliates (other than Invesat) hereby generally and completely release Invesat and its affiliates (other than Antares) and any
of their respective current and former directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors
and assigns from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are in any way related
to events, acts, conduct, or omissions occurring prior to or on the date of this Agreement.
(b) Invesat
and its affiliates (other than Antares) hereby generally and completely release Antares and its affiliates (other than Invesat) and any
of their respective current and former directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors
and assigns from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are in any way related
to events, acts, conduct, or omissions occurring prior to or on the date of this Agreement.
ARTICLE 6
MISCELLANEOUS
6.1. Notices.
(a) All
notices, requests, demands, claims and other communications provided for under this Agreement shall be in writing. Any notice, request,
demand, claim or other communication hereunder shall be sent by (i) personal delivery (including receipted courier service) or overnight
delivery service to the intended recipient at the address set forth below, (ii) facsimile or electronic mail to the facsimile number
or email address of the intended recipient set forth below (provided that a copy is also sent by another permitted method), (iii) nationally
recognized overnight delivery courier service to the intended recipient at the address set forth below or (iv) registered or certified
mail, return receipt requested, postage prepaid, to the intended recipient at the address set forth below:
(i) If
to an AST Party or the Second Surviving Company, at its principal place of business indicated herein, or at such other address as AST
Holdings may hereafter designate by written notice to Antares, with a copy (which shall not constitute notice) to:
AST SpaceMobile Holdings, LLC
c/o AST SpaceMobile, Inc.
Midland Intl. Air & Space Port
2901 Enterprise Lane
Attention: Brian Heller
Email: Legal@AST-Science.com
with a copy to:
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
Attention: Jared Fishman
Email : fishmanj@sullcrom.com
(ii) If
to Invesat or Antares, at the address indicated herein, or at such other address as Antares may hereafter designate by written notice
to PubCo, with a copy (which shall not constitute notice) to:
c/o Antares Technologies LLC
700 NW 1st Avenue, Suite 1700
Miami, FL 33136
Attention: General Counsel
Email: Legal@Cisneros.com
(b) Notices
shall be deemed to have been received: (i) if given by personal delivery or by facsimile or electronic mail, on the day given, if
given before 5:00 PM local time on a Business Day in the jurisdiction of the intended recipient; otherwise on the next Business Day,
provided that receipt of any facsimile is confirmed by written evidence of delivery of facsimile or written acknowledgment of
receipt thereof by the recipient; (ii) if given by nationally recognized overnight delivery courier service, on the date of delivery
indicated in the records of such courier service; and (iii) if given by registered or certified mail, return receipt requested,
postage prepaid, on the date of delivery indicated on the return receipt.
6.2. No
Waiver. No failure of any party to exercise and no delay in exercising any right, power or remedy
hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or remedy hereunder preclude
any other or further exercise thereof or the exercise of any other right, power or remedy hereunder.
6.3. Amendments
and Waivers. The provisions of this Agreement may be modified, amended or waived at any time
only by a writing signed by or on behalf of the parties hereto, and any such modification, amendment or waiver shall be binding on each
of the parties hereto.
6.4. Governing
Law; Jurisdiction; Venue; Service of Process. This Agreement and the rights of the parties hereunder
will be governed by, and construed in accordance with, the laws of the state of Delaware, regardless of the laws that might otherwise
govern under applicable principles of conflicts of laws thereof. In any action between any of the parties arising out of or relating
to this Agreement or any of the transactions contemplated by this Agreement: (a) each of the parties irrevocably and unconditionally
consents and submits to the exclusive jurisdiction and venue of the federal or state courts located in Delaware and agrees that process
may be served upon it in any manner authorized by the laws of the state of Delaware, for such Persons and waives and covenants not to
assert or plead any objection which it might otherwise have to such jurisdiction and such process; (b) if any such action is commenced
in a state court other than in Delaware, then, subject to applicable law, no party will object to the removal of such action to Delaware,
if possible, and if removal to Delaware is not available, to any federal court located in the District of Delaware; (c) each of
the parties irrevocably waives the right to trial by jury in connection with any matter based upon or arising out of this Agreement or
the transactions contemplated hereby; and (d) each of the parties agrees that service of any process, summons, notice or document
pursuant to Section 6.1 shall be effective service of process in any action, suit or proceeding in Delaware with respect
to any matters to which it has submitted to jurisdiction as set forth above in this paragraph.
6.5. Specific
Performance. In addition to any and all other remedies that may be available at law in the event
of any breach or threatened breach of this Agreement, Invesat and the AST Parties shall be entitled to specific performance of the
agreements and obligations of the parties hereunder and to such other injunctive or other equitable relief as may be granted by a court
of competent jurisdiction.
6.6. Successors
and Assigns. No party hereto may assign this Agreement or any of its rights or delegate any
of its duties under this Agreement without the prior written consent of the applicable counterparty. This Agreement shall be binding
upon and shall inure to the benefit of the parties and their respective successors and permitted assigns.
6.7. Counterparts.
This Agreement may be executed in counterparts, and with counterpart signature pages, each of which shall be an original, but all of
which together shall constitute one and the same Agreement, binding on all of the parties hereto notwithstanding that all such parties
have not signed the same counterpart. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by email
in pdf or similar form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document,
will have the same effect as physical delivery of the paper document bearing an original signature.
6.8. Expenses.
Antares and Invesat shall reimburse the AST Parties for their reasonable and documented legal fees and expenses incurred in connection
with this Agreement in an amount not to exceed $30,000. All other legal and other costs and expenses incurred in connection with this
Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, except as otherwise
expressly provided herein.
6.9. No
Third Party Beneficiaries. Nothing in this Agreement will be construed as giving any third party
any right, remedy or claim under or in respect of this Agreement or any provision hereof.
6.10. Further
Assurances. If at any time after the First Effective Time any further action is necessary or
desirable to carry out the purposes of this Agreement and to vest the Second Surviving Company with full right, title and possession
to all assets, property, rights, privileges, powers and franchises of Invesat, the Second Surviving Company is fully authorized to take
all such lawful and necessary action.
6.11. Construction
of Agreement.
(a) Severability.
If any provision of this Agreement is unenforceable or illegal, such provision shall be enforced to the fullest extent permitted by law
and the remainder of the Agreement shall remain in full force and effect.
(b) No
Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement and the other
Transaction Documents. In the event an ambiguity or question of intent or interpretation arises under any provision of this Agreement
or any other Transaction Document, this Agreement and such other Transaction Documents shall be construed as if drafted jointly by the
parties thereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of authoring any of the
provisions of this Agreement or any other Transaction Document contemplated herein.
(c) Headings.
The headings of Articles and Sections herein are inserted for convenience of reference only and shall be ignored in the construction
or interpretation hereof.
(d) Pronouns.
All words and personal pronouns shall be read and construed as the number and gender of the party or parties referred to in each case
require and the verb shall be construed as agreeing with the required word and pronoun.
(e) References
to this Agreement. When a reference is made in this Agreement to an Article, a Section or an Exhibit, such reference is to an
Article or Section of, or an Exhibit to, this Agreement. The words “hereof,” “herein,” “hereto,”
“hereunder,” “hereby” and other similar expressions refer to this Agreement as a whole and not to any particular
section or portion of it.
(f) Including.
Where the word “including” or the word “includes” is used in this Agreement, it means “including (or includes)
without limitation.”
ARTICLE 7
DEFINITIONS
The following terms, as used
in this Agreement, have the meanings specified below:
“Affiliated Group”
has the meaning set forth in Section 2.10(e) of the Agreement.
“Agreement”
has the meaning set forth in the Preamble.
“Antares”
has the meaning set forth in the Preamble.
“AST Holdings”
has the meaning set forth in the Preamble.
“AST Holdings II”
has the meaning set forth in the Preamble.
“AST Member Approval”
has the meaning set forth in the Recitals.
“AST Parties”
has the meaning set forth in the Preamble.
“AST Tax Counsel”
has the meaning set forth in Section 1.1(h).
“Business Day”
means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by
Law to close.
“Class A Shares”
has the meaning set forth in the Recitals.
“Class B Shares”
means the Class B common stock of PubCo, par value of $0.0001 per share.
“Closings”
has the meaning set forth in Section 1.2.
“Code”
means the Internal Revenue Code of 1986, as amended.
“Common Units”
has the meaning set forth in the OpCo Agreement.
“Delaware First
Certificate” has the meaning set forth in Section 1.1(k).
“Delaware Second
Certificate” has the meaning set forth in Section 1.1(o).
“DLLCA” has
the meaning set forth in Section 1.1(a).
“First Closing”
means the closing of the First Merger.
“First Effective
Time” has the meaning set forth in Section 1.1(l).
“First Merger”
has the meaning set forth in Section 1.1(a).
“First Surviving
Company” has the meaning set forth in Section 1.1(a).
“Governmental Authority”
means any: (i) foreign, federal, state or local government, court, tribunal, administrative agency or department; (ii) other
governmental, government appointed or regulatory authority; or (iii) quasi-governmental authority exercising any regulatory, expropriation
or taxing authority under or for the account of any of the above.
“Hackney”
has the meaning set forth in the Preamble.
“Indemnified Parties”
has the meaning set forth in Section 5.1.
“Indemnified Taxes”
means all losses imposed on, incurred or suffered by the AST Parties and their affiliates arising out of any (i) Taxes of Invesat
for any Pre-Closing Tax Period, except to the extent such Taxes are attributable to errors (as determined by a “determination”
within the meaning of Section 1313(a) of the Code) on any IRS Form K-1 (or any other Tax Returns relating to taxable income
of OpCo or a Subsidiary thereof that is treated, for Tax purposes, as passed through to the holders of equity of OpCo or such Subsidiary)
provided to Invesat by OpCo, (ii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which Invesat
(or any predecessor of Invesat) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulations Section 1.1502-6
or any analogous or similar state, local or non-U.S. Law, (iii) any and all Taxes of any Person (other than Invesat) imposed on
Invesat as a transferee or successor, by Contract or pursuant to any Law, which Income Taxes relate to an event or transaction occurring
before the Closing, and (iv) reasonable out-of-pocket and third-party costs and expenses associated with preparing, filing, re-filing,
amending, revoking, correcting, defending or modifying any Tax Return of Invesat with respect to any Pre-Closing Tax Period.
“Invesat”
has the meaning set forth in the Preamble.
“Invesat Board and
Member Approval” has the meaning set forth in Section 1.1(c).
“Legacy Units”
has the meaning set forth in the Recitals.
“Merger Consideration”
has the meaning set forth in Section 1.1(n).
“Mergers”
has the meaning set forth in the Recitals.
“OpCo”
has the meaning set forth in the Recitals.
“OpCo Agreement”
has the meaning set forth in the Recitals.
“Person”
means any individual, partnership, limited liability company, association, corporation, trust or other entity.
“Pre-Closing Invesat
Returns” has the meaning set forth in Section 4.1.
“Pre-Closing Tax
Period” means any taxable period ending on or before the day of the Closing and the portion of any straddle period ending on
and including the day of the Closing.
“PubCo”
has the meaning set forth in the Recitals.
“RRA”
has the meaning set forth in Section 1.1(t).
“Second Closing”
means the closing of the Second Merger.
“Second Effective
Time” has the meaning set forth in Section 1.1(p).
“Second Merger”
has the meaning set forth in Section 1.1(b).
“Second Surviving
Company” has the meaning set forth in Section 1.1(b).
“SHA”
has the meaning set forth in Section 1.1(t).
“Specified Class B
Shares” has the meaning set forth in the Recitals.
“Sponsor”
has the meaning set forth in Section 1.1(t).
“Subsidiary”
means, with respect to any Person, any entity of which securities or other ownership interests having ordinary voting power to elect
a majority of the board of directors or other Persons performing similar functions are at any time directly or indirectly owned by such
Person.
“Tax”
or “Taxes” means all United States or foreign, federal, national, state or local taxes, duties, levies, tariffs social
security contributions or withholdings (or similar) or other governmental charges and impositions in the nature of taxes, including those
on or in respect of income, gross receipts, sales, license, payroll, employment, withholding, excise, severance, stamp, occupation, premium,
windfall profits, environmental, customs duties, capital stock, franchise, profits, unemployment, disability, real property, personal
property, use, transfer, value added, alternative or add-on minimum or other tax, including any interest, penalty, fine, charge, surcharge
or addition to tax within the meaning of Section 6651 of the Code (or any similar state, local or non-U.S. Law) with respect thereto
and any interest with respect to such additions or penalties.
“Tax Contest”
has the meaning set forth in Section 4.2.
“Tax Receivable
Agreement” means the Tax Receivable Agreement, dated April 6, 2021, entered into by and among Pubco, OpCo and the other
parties thereto, as the same may be amended, modified, supplemented or waived from time to time in accordance with its terms.
“Tax Refund”
has the meaning set forth in Section 4.3.
“Tax Returns”
means all reports, returns, declarations, computations, forms, statements or other information supplied or required to be supplied to
a Governmental Entity with respect to any Tax, including any information return, claim for refund, estimated tax return, advance tax
return, self-assessments, amended withholding tax return, amended return or declaration of estimated Tax and, in each case, any attachments
thereto or amendment thereof.
“Tax Treatment”
has the meaning set forth in Section 1.1(j).
“Taxing Authority”
means the Internal Revenue Service and any other Governmental Authority responsible for the administration of any Tax.
“Transaction Documents”
has the meaning set forth in Section 2.4.
“Transactions”
means the Mergers and the other transactions contemplated by the Transaction Documents.
[The remainder of this page is intentionally
left blank.]
IN WITNESS WHEREOF, the parties
have affixed their signatures and seals on the date first above written.
|
INVESAT LLC |
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By: |
/s/ Miguel
Dvorak |
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Name: |
Miguel Dvorak |
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Title: |
Secretary |
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HACKNEY CAPITAL VENTURES LTD |
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By: |
/s/ Ana T.
Arismendi |
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Name: |
Ana T. Arismendi |
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Title: |
Director |
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ANTARES TECHNOLOGIES LLC |
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By: |
/s/ Miguel
Dvorak |
|
Name: |
Miguel Dvorak |
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Title: |
Secretary |
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AST SPACEMOBILE HOLDINGS, LLC |
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By: |
/s/ Sean Wallace |
|
Name: |
Sean Wallace |
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Title: |
Authorized Person |
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AST SPACEMOBILE HOLDINGS II, LLC |
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By: |
/s/ Sean Wallace |
|
Name: |
Sean Wallace |
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Title: |
Authorized Person |
[Signature Page to Merger Agreement]
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