PROSPECTUS
SUPPLEMENT NO. 10
(to
prospectus dated May 14, 2021) |
|
Filed pursuant to Rule 424(b)(3)
Registration No. 333-255842 |
AST
SPACEMOBILE, INC.
28,750,000
SHARES OF CLASS A COMMON STOCK
6,100,000
WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK
17,600,000
SHARES OF CLASS A COMMON STOCK UNDERLYING WARRANTS
This
prospectus supplement is being filed to update and supplement the information contained in the prospectus dated May 14, 2021 (the “Prospectus”),
related to (i) the offer and sale, from time to time, by the selling stockholders identified in the Prospectus, or their permitted transferees,
of (a) an aggregate of 28,750,000 shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”),
of AST SpaceMobile, Inc., a Delaware corporation, and (b) 6,100,000 warrants to purchase Class A Common Stock at an exercise price of
$11.50 per share (the “private placement warrants”) and (ii) the issuance by us of up to 17,600,000 shares of Class A Common
Stock upon the exercise of outstanding public warrants (the “public warrants”) and private placement warrants (collectively,
the “warrants”), with the information contained in our Current Report on Form 8-K, filed with the Securities and Exchange
Commission (“SEC”) on March 9, 2022 (the “Current Report”). Accordingly, we have attached the relevant portions
of the Current Report to this prospectus supplement.
This
prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered
or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should
be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus
supplement, you should rely on the information in this prospectus supplement.
Our
shares of Class A Common Stock are listed on The Nasdaq Capital Market LLC (“Nasdaq”) under the symbol “ASTS.”
On March 9, 2022, the closing sale price per share of our Class A Common Stock was $9.78. Our public warrants are listed on The
Nasdaq Capital Market under the symbol “ASTSW.” On March 9, 2022, the closing sale price per warrant of our public warrants
was $3.33.
Investing
in shares of our Class A Common Stock or warrants involves risks that are described in the “Risk Factors” section beginning
on page 5 of the Prospectus.
Neither
the SEC nor any state securities commission has approved or disapproved of the securities to be issued under the Prospectus or determined
if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The
date of this prospectus supplement is March 9, 2022.
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): March 3, 2022
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
1.01 Entry into a Material Definitive Agreement.
On March 3, 2022,
AST & Science LLC, a subsidiary of AST SpaceMobile, Inc. (the “Company”) entered into an agreement (the “Multi-Launch
Agreement”) with Space Exploration Technologies Corp. (“SpaceX”). This Multi-Launch Agreement provides a framework
for future launches of the Company’s satellites through December 31, 2024, the term of the Multi-Launch Agreement, including the
launches of the BlueWalker 3 test satellite (“BW3”) and the first BlueBird (“BB”) satellite.
Pursuant to the
Multi-Launch Agreement, the Company and SpaceX also entered into a Launch Services Agreement (the “BB LSA”) covering the
launch of first BB satellite, and in accordance with the BB LSA, the Company will pay an initial payment for the SpaceX launch services.
As part of the
Multi-Launch Agreement, the Company and SpaceX agreed on a framework for additional launch service agreements relating to the launch
of future BB satellites. The Company will pay an initial reservation fee to secure a SpaceX launch vehicle for a future BB satellite launch.
With respect to
the Company’s BW3 launch scheduled for Summer 2022, the Company and SpaceX agreed to changes to certain technical launch parameters,
and the Company agreed to pay an additional fee to SpaceX to adjust these parameters.
In
connection with entry into the Multi-Launch Agreement, the Company will pay an aggregate amount of $22.75 million within seven days
of the execution of the Multi-Launch Agreement for the BW3 technical adjustments, first BB initial payment and launch reservation
fee for a future BB launch.
The exact timing
of the satellite launches is contingent on a number of factors, including satisfactory and timely completion of construction and testing.
The Multi-Launch Agreement permits the Company to delay launches of its satellites upon payment of certain rebooking fees.
The foregoing
descriptions of the Multi-Launch Agreement and the BB LSA do not purport to be complete and are qualified in their entirety by reference
to the full text of the Multi-Launch Agreement and BB LSA, copies of which are attached hereto as Exhibit 10.1 and incorporated herein
by reference.
Item
9.01. Financial Statements and Exhibits.
*
Certain portions of this Exhibit have been redacted pursuant to Item 601(b)(10) of Regulation S-K.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated:
March 9, 2022
| |
AST
SPACEMOBILE, INC. |
| |
|
|
| |
By: |
/s/
Thomas Severson |
| |
Name:
|
Thomas
Severson |
| |
Title: |
Chief
Financial Officer and Chief Operating Officer |
Exhibit 10.1
 |
SpaceX
[REDACTED] Launch Services
Multi
Launch Agreement |
[REDACTED]
LAUNCH SERVICES – Multi Launch agreement
AST
& Science, LLC (“Customer” or “AST & Science”) and Space Exploration Technologies Corp. (“SpaceX”)
(Customer and SpaceX each a “Party” and collectively the “Parties”) hereby enter into this Multi-Launch Agreement
(“MLA”) as of the date of the last signature below (“Effective Date” or “EDC”).
WHEREAS,
Customer is planning to launch several payloads to orbit in the next several years;
WHEREAS,
Customer and SpaceX wish to engage in a multi-year [REDACTED] agreement, including entering into [REDACTED] launch service
agreements (each a [REDACTED] “LSA”, and collectively “LSAs”) for the launch of Customer’s payloads;
WHEREAS,
the Parties desire by this MLA to agree upon certain terms for LSAs;
NOW
THEREFORE, the Parties agree that it is in the Parties’ best interests to enter into this MLA, and therefore agree as follows:
| 1. |
Agreement
Period. Effective Date through December 31, 2024 (“End Date”). |
| 2. |
[REDACTED]
Launch Services. |
| |
a. |
Launch
Service Agreements. Customer shall enter or have entered into LSAs for two (2) [REDACTED] launch services for launches
scheduled to occur as shown: |
| Mission |
|
Port
Size |
|
Price |
|
Launch
Date |
| BlueWalker
3 |
|
[REDACTED] |
|
$[REDACTED]
(inclusive of rebooking and [REDACTED] adjustment fees) |
|
[REDACTED] |
| BlueBird
1 |
|
[REDACTED] |
|
$[REDACTED] |
|
[REDACTED] |
| |
|
|
|
TOTAL
$[REDACTED] |
|
|
*Subject
to any adjustments as set forth in the applicable LSA.
| |
b. |
Launch
Reservation. Customer shall have the right to enter into an LSA for an additional [REDACTED] launch service for a launch
scheduled to occur before the End Date as shown: |
| Mission |
|
Reservation
Fee |
|
Launch
Date |
| BlueBird
2 |
|
$[REDACTED] |
|
[REDACTED] |
| |
|
TOTAL
$[REDACTED] |
|
|
For
avoidance of any doubt, this Section 2(b) does not create any obligation upon Customer to execute an LSA with SpaceX but rather grants
Customer the option to execute an LSA with pricing consistent with the BlueBird 1 LSA in this MLA and the Reservation Fee applied against
Payment 1. SpaceX will select the Launch Vehicle for the converted Launch Reservation Agreement at its sole discretion, after reasonable
consultation with Customer, with payload accommodation and environments as determined at the time of LSA execution. Alternatively, Customer
may convert the reservation to a dedicated launch LSA at mutually agreed upon terms. If the Customer does not convert the reservation
into an LSA by [REDACTED], then SpaceX shall retain the portion of the MLA Fee associated with such reservation(s) without liability
or obligation to Customer. However, if Customer exercises its option to enter into an LSA prior to [REDACTED], but SpaceX is unable
to provide a launch at the specified terms, then SpaceX shall refund the Reservation Fee to Customer.
| |
c. |
Launch
Scheduling. Except for the [REDACTED] launch services referenced in Section 2(a), for any [REDACTED] launch
services ordered under this MLA, Customer shall request a Launch Period beginning no sooner than eight (8) months from the date the
LSA is executed by the Parties. |
| |
a. |
Standard
Terms. Unless otherwise specified below, the terms of any [REDACTED] launch services procured pursuant to this MLA shall
be based upon SpaceX’s standard [REDACTED] LSA and SOW, a copy of which is attached hereto. |
| |
|
|
| |
b. |
Payment
Schedule. Payments for any [REDACTED] missions contracted under this MLA shall be made according to the following
schedule: |
| Payment
Number |
|
Schedule |
|
Payment
Percentage of Price |
| 1 |
|
Effective
date of LSA + 7 days |
|
[REDACTED]% |
| 2 |
|
[REDACTED] |
|
[REDACTED]% |
| 3 |
|
[REDACTED] |
|
[REDACTED]% |
[CERTAIN
IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL
IF PUBLICLY DISCLOSED]
| © Space Exploration Technologies Corp. All rights reserved. | Page 1 of 4 |
| |
SpaceX
[REDACTED] Launch Services
Multi
Launch Agreement |
| |
c. |
Rebooking.
Re-booking cost for LSAs, except for BlueWalker 3, executed under this MLA shall be made according to the following table. Customer
may request two re-bookings per Payload. |
| Date
of Re-booking Request Approval |
|
Re-booking
Cost |
| Before
[REDACTED] days |
|
$[REDACTED] |
| Before
[REDACTED] days |
|
$[REDACTED] |
| After
[REDACTED] days |
|
No
Re-booking Allowed |
Customer
may request up to two additional re-bookings for BlueWalker 3 according to the following tables. All re-bookings made under this MLA
must be requested at L-60 days or earlier.
| 1st
Re-Booking Request |
| Date
of Re-booking Request Approval |
|
Re-booking
Cost |
| Before
[REDACTED] |
|
$[REDACTED] |
| Before
[REDACTED] |
|
$[REDACTED] |
| After
[REDACTED] |
|
No
Re-booking Allowed |
| 2nd
Rebooking Request |
| Date
of Re-booking Request Approval |
|
Re-booking
Cost |
| Before
[REDACTED] days |
|
$[REDACTED] |
| Before
[REDACTED] days |
|
$[REDACTED] |
| After
[REDACTED] days |
|
No
Re-booking Allowed |
| 4. |
MLA
Fee. Customer agrees to pay to SpaceX a fee in the amount of [REDACTED] Dollars (U.S. $[REDACTED] consisting of
the payments required under the 2 LSAs and 1 Launch Reservation contemplated in Section 2(a) and 2(b) as shown: |
Launch
Agreements:
| Mission |
|
Payments
Due |
|
Amount
Due |
| BlueWalker
3 |
|
[REDACTED]
Adjustment |
|
$[REDACTED] |
| BlueBird
1 |
|
Payment
1 |
|
$[REDACTED] |
| BlueBird
2 |
|
Reservation
Fee |
|
$[REDACTED] |
| Total |
|
$[REDACTED] |
Total
amount due to SpaceX shall be paid within 7 days of signature of this MLA.
| 5. |
Professional
Standards. Customer shall comply with all site and facility rules and regulations and all reasonable requests and direction from
SpaceX while on SpaceX premises. Customer personnel shall treat all SpaceX, US Government, and other customer personnel in a professional
and respectful manner. Customer personnel may be barred from SpaceX premises if they fail to comply with such rules, regulations,
requests or direction, or otherwise engage in conduct that is inappropriate or unprofessional in nature. |
| |
|
| 6. |
Limitation
of Liability. The total and cumulative liability of either party arising out of or in connection with this MLA howsoever caused
and regardless of the theory of liability, whether based in contract, tort, equity, or otherwise, including negligence, product liability,
strict liability, or any other theory of liability, shall in no event exceed $[REDACTED] U.S. dollars. In no event shall either
party be liable for any indirect, special, incidental, exemplary, punitive, or consequential damages, for the cost of procurement
of substitute products or services, or for lost revenues, or profits, arising out of or in connection with this MLA, howsoever caused
and regardless of the theory of liability, whether based in contract, tort, equity, or otherwise, including negligence, product liability,
strict liability, or any other theory of liability. The limitation on liability in this Section shall not apply to breaches of the
Parties confidentiality obligations set forth in applicable NDAs or to breaches of any LSAs that the Parties may sign or a breach
by SpaceX of its obligation to refund the reservation fee per Section 2(b) of this MLA. |
| © Space Exploration Technologies Corp. All rights reserved. | Page 2 of 4 |
| |
SpaceX
[REDACTED] Launch Services
Multi
Launch Agreement |
| 7. |
Term
and Termination. Either party may terminate this MLA for convenience, except such termination shall not apply to any payments
due and payable under this MLA or any of the LSAs signed as part of this MLA, including terms thereunder with respect to the SpaceX
“Re-booking Program”. To exercise the right to terminate for convenience, the terminating Party shall notify the non-terminating
Party of its election to terminate in writing thirty (30) days in advance. For the sake of clarity, termination of this MLA shall
not affect LSAs that are executed pursuant to the terms herein or to launch commitments made by SpaceX to Customer in Section 2(a)
and 2(b) above. The term of this MLA shall be from the Effective Date through the End Date, after which the MLA shall terminate,
unless earlier terminated for convenience. |
| |
|
| 8. |
Confidentiality
and Publicity. Neither of us shall make any public announcement, release, or other disclosure of information relating to this
MLA and/or launch services, including the existence of this MLA, without the agreement of the other, such agreement not to be unreasonably
withheld, conditioned or delayed. To the extent any information relating to this MLA and/or launch services must be disclosed pursuant
to law or regulation, including good faith compliance with the rules and regulations of the Securities and Exchange Commission and
any securities exchange on which the securities of the disclosing party or its affiliates is trading, the disclosing party shall,
(1) to the extent legally permissible, give prompt notice to the other Party regarding the applicable law or regulation and the information
to be disclosed; and (2) seek confidential treatment for the price and any other relevant portions of any such information as reasonably
determined by SpaceX. The terms of the NDA executed on January 3, 2018 between AST & Science, LLC and SpaceX (the “NDA”)
apply to this Agreement and its subject matter. The obligations set forth in this Section 8 shall not apply to information that is
publicly available from any governmental agency or that is or otherwise becomes publicly available without breach of this Agreement.The
Parties shall not make any public announcement, release, or other disclosure of information relating to this MLA, without the agreement
of the other, such agreement not to be unreasonably withheld, conditioned or delayed. The terms of the NDA between SpaceX and Customer
signed on January 3, 2018 apply to this MLA and its subject matter. |
| |
|
| 9. |
Defined
Terms. Capitalized terms used in this MLA and not defined herein are defined in the attached Terms and Conditions or Statement
of Work. |
| |
|
| 10. |
Order
of Precedence. In case of any inconsistency between the terms and conditions of this MLA and the terms and conditions of an LSA,
the terms and conditions of the LSA shall prevail. |
| |
|
| 11. |
Notices.
All notices under this MLA shall be in writing and shall be hand-delivered or sent via electronic, express and/or certified mail
to the following contacts: |
To
Customer:
AST
& Science, LLC
2901
Enterprise Lane
Midland,
TX 79706
Attn:
Abel Avellan
[REDACTED]
Cc:
EVP General Counsel & Secretary
[REDACTED] |
To
SpaceX:
Tom
Ochinero
1
Rocket Road
Hawthorne,
CA 90250
[REDACTED]
[REDACTED]
Cc:
David
Harris
[REDACTED] |
| 12. |
Assignment.
Neither Party may assign this MLA without the written agreement of the other Party, unless the assignment is (i) to its affiliate
controlling, controlled by or under common control of the assignor, or (ii) to any successor by way of merger, acquisition or sale
of all or substantially all of the assets relating to the performance of this Agreement of the assignor, provided that such assignee
expressly assumes all of the assigning Party’s obligations hereunder and the assigning Party remains jointly and severally
liable. This MLA creates no joint venture, partnership or agency between the Parties, is created solely for the benefit of the Parties,
and confers no rights or remedies on any third parties. |
| |
|
| 13. |
Governing
Law and Venue. We both shall comply with all national, federal, state and local laws and regulations. The laws of the State of
New York, U.S.A. shall govern this MLA and both of our respective performances hereunder, without regard to provisions on the conflicts
of laws. All actions or proceedings arising out of or related to this MLA shall be litigated exclusively in the Federal courts located
in the Southern and/or Eastern District of New York. We both hereby irrevocably waive any and all right to trial by jury in any legal
proceeding arising out of or related to this MLA. The provisions of the UN Convention on Contracts for the International Sale of
Goods shall not apply. |
| |
|
| 14. |
Merger
and Amendment. This MLA, together with the NDA and any LSA entered into by the parties prior to the date hereof, constitutes
the entire agreement between the Parties pertaining to the subject matter hereof, and merges all prior negotiations, drafts, agreements,
and appendices of the Parties with regard to the transaction contemplated herein. Any and all other written or oral agreements between
the Parties pertaining to the subject hereof are expressly replaced and superseded by this Agreement. No modification or amendment
to, or addition, deletion or waiver of any of the terms or conditions of this Agreement shall be binding on either Party unless agreed
by both Parties and evidenced by a written document signed by a duly authorized representative of each Party. |
| © Space Exploration Technologies Corp. All rights reserved. | Page 3 of 4 |
| |
SpaceX
[REDACTED] Launch Services
Multi
Launch Agreement |
The
Parties have read and understood and hereby agree to this MLA.
| Space
Exploration Technologies Corp. (SpaceX) |
AST
& Science, LLC (Customer) |
| |
|
| Address:
|
1
Rocket Road, Hawthorne, CA 90250 |
Address:
|
2901
Enterprise Lane Midland, TX 79706 |
| By: |
/s/
Tom Ochinero |
By: |
/s/
Abel Avellan |
| Name/Title: |
Tom
Ochinero, VP of Commercial Sales |
Name/Title: |
Abel
Avellan, CEO |
| Date: |
March
3, 2022 |
Date: |
March
3, 2022 |
| © Space Exploration Technologies Corp. All rights reserved. | Page 4 of 4 |
|
SpaceX
[REDACTED] Launch Services
Terms
and Conditions |
[REDACTED]
LAUNCH SERVICES FOR BLUEbird 1 - TERMS AND CONDITIONS
| A. |
Agreement.
Your [REDACTED]Launch Services Agreement (Agreement) with us is effective as of the latest signature date below (Effective
Date). The Agreement consists of, expressly incorporates by reference, and is subject to the following documents in this order of
precedence: |
| |
1. |
FAA
Cross-Waiver (as required by 14 CFR § 440.17); |
| |
|
|
| |
2. |
SpaceX
Policies comprising SpaceX’s Risk Management Policy (where your and our respective rights and obligations regarding
liability, indemnity and insurance are contained) and Disclaimer of Warranties, are found in the SpaceX Policies attached
hereto; |
| |
|
|
| |
3. |
These
Terms and Conditions; and |
| |
|
|
| |
4. |
Statement
of Work (SOW) and [REDACTED] Payload User’s Guide further defining our [REDACTED] Launch Services,
your required inputs and obligations, and capitalized terms used in this Agreement. |
| B. |
Launch
Services. You, the Customer, shall purchase, and we, SpaceX, shall furnish you, the [REDACTED] Launch Services for the
Payload provided by you as defined in the SOW. Additional services may be provided as detailed and priced in the SOW, subject to
the terms of this Agreement. |
| |
|
| C. |
Price,
Payment and Taxes. The price for the Launch Services shall be $[REDACTED] U.S. dollars (Price), paid in the following
installment payments to the SpaceX Account: [REDACTED] down payment [REDACTED]% of the Price due [REDACTED]
after the Effective Date [REDACTED] a payment of [REDACTED]% of the Price due [REDACTED] and a payment of [REDACTED]%
of the Price due [REDACTED]. Any mass beyond that allowed in the SOW that is requested by Customer or measured after [REDACTED]
shall be priced at $[REDACTED] per [REDACTED]. Any reduction in mass below that allowed in the SOW, with a maximum
reduction of [REDACTED], that is requested by Customer before [REDACTED] shall reduce the price by $[REDACTED]
per [REDACTED] and be applied as a reduction in the final payment. Customer shall pay for any mass beyond that allowed in
the SOW based upon the final as-measured mass, with payment due prior to arrival of the spacecraft at the Launch Site (if no fueling
will occur at the Launch Site) or within 5 days after fueling at the Launch Site. For any late payments, the payor will pay late
fees of 10% per year applied on a daily basis until receipt in full. You shall pay all taxes on your Payload, and we shall pay all
taxes on the Launch Services. |
| |
|
| D. |
Schedule.
The Launch Date shall occur between [REDACTED] and [REDACTED] (Launch Period) and shall be determined as defined
in the [REDACTED] Payload User’s Guide. If your Payload will not be ready to launch on the first day of the Launch Period,
we shall have the right to launch any Co-Payload(s) as scheduled without your Payload. If your Payload will not be ready to launch
by the Launch Date, and no Re-booked Mission is mutually agreed upon, SpaceX shall retain the entire Price plus any payments made
or owed for non-standard or mission unique services and hardware already provided to you (Additional Payments), with no further obligation
or liability to you. |
| |
|
| E. |
Re-Booking.
You may submit a request in writing to SpaceX to be re-booked on a subsequent SpaceX mission (Re-booked Mission) using the Form of
Rebooking Agreement in Appendix B. SpaceX shall use reasonable efforts to accept your request, and any Launch Period for the Re-booked
Mission shall be determined by SpaceX. You are limited to two re-bookings per Payload. SpaceX’s re-booking program is outlined
in Appendix A. |
| |
|
| F. |
Termination,
Suspension. Either of us may terminate this Agreement for a Material Breach by the other, so long as notice and time to cure
of 15 days for nonpayment, or 90 days for other breaches, are provided and have lapsed. Additionally, if you fail to make a payment
on time and to cure within 15 days of notice, SpaceX may suspend work until payment is received or terminate this contract for your
Material Breach. If you terminate for our Material Breach, we shall return to you all payments you made under this Agreement, without
interest. If we terminate for your Material Breach, we retain all payments made and owed by you as of the date of termination. You
may terminate this agreement at your convenience at any time, in which case SpaceX will retain the amounts paid and due at the time
of termination. You may also terminate this Agreement if we have delayed, including our Excusable Delay, for more than 365 calendar
days, starting from the last date of the Launch Slot as defined in this Agreement, and we shall refund you all payments made under
this Agreement without interest. Any amounts returned to you or retained by SpaceX under this paragraph are returned or retained
without further obligation or liability to you. You may not terminate this Agreement if any payments are due and payable to us under
this Agreement. The late fees, delay fees, readiness failure fees, and termination fees in this Agreement are liquidated damages
based upon good faith estimates of damages to be incurred by late payment, delay or termination, and do not serve as a penalty. |
| © Space Exploration Technologies Corp. All rights reserved. | Page 1 of 4 |
|
SpaceX
[REDACTED] Launch Services
Terms
and Conditions |
| G. |
Compliance
with Laws; Governing Law and Venue. We both shall comply with all national, federal, state and local licensing requirements,
laws and regulations, including ITAR, EAR, and all other U.S. Customs and U.S. export/import laws, as applicable to our respective
businesses and the Launch Services. For purposes of the Registration Convention, you are responsible for registering the Payload,
and we are responsible for registering the launch vehicle. We shall obtain all Licenses required to carry out the Launch Services,
and you shall obtain all Licenses required to ship and operate the Payload. The laws of the State of New York, U.S.A shall govern
this Agreement and both of our respective performances hereunder, without regard to provisions on the conflicts of laws. All actions
or proceedings arising out of or related to this Agreement shall be litigated exclusively in the Federal courts located in the Southern
and/or Eastern District of New York. We both hereby irrevocably waive any and all right to trial by jury in any legal proceeding
arising out of or related to this Agreement. The provisions of the UN Convention on Contracts for the International Sale of Goods
shall not apply. |
| |
|
| H. |
Notices.
All notices under this Agreement shall be in writing and shall be sent via electronic, express and/or certified mail to the contacts
identified in the SOW. |
| |
|
| I. |
Publicity.
Neither of us shall make any public announcement, release, or other disclosure of information relating to this Agreement and/or
Launch Service, including the existence of this Agreement, without the agreement of the other, such agreement not to be unreasonably
withheld, conditioned or delayed. To the extent any information relating to this Agreement and/or Launch Services must be disclosed
pursuant to law or regulation, including good faith compliance with the rules and regulations of the Securities and Exchange Commission
and any securities exchange on which the securities of the Disclosing Party or its affiliates is trading, the Disclosing Party shall,
(1) to the extent legally permissible, give prompt notice to the other Party regarding the applicable law or regulation and the information
to be disclosed; and (2) seek confidential treatment for the price and any other relevant portions of any such information as reasonably
determined by SpaceX. The terms of the NDA executed on January 3, 2018 between AST & Science, LLC and SpaceX apply to this Agreement
and its subject matter. The obligations set forth in this Section I shall not apply to information that is publicly available from
any governmental agency or that is or otherwise becomes publicly available without breach of this Agreement.. |
| |
|
| J. |
Assignment.
This Agreement creates no joint venture, partnership or agency between us and may not be assigned except to the successor in
a sale, acquisition or merger of the assignor, provided that we can lawfully perform the launch services for the successor. This
Agreement is created solely for the benefit of SpaceX and you, and confers no right or remedies on any third parties. |
| |
|
| K. |
Survivability.
If any portion of this Agreement is held invalid, it shall not affect the validity of the remaining Agreement, unless applying
such remaining portions would frustrate the purpose of this Agreement. |
Both
of us agree that we have read, understood, and agree to, the terms of the Form of FAA Cross-Waiver, the SpaceX Policies, these Terms
and Conditions, the SOW, and the [REDACTED] Payload User’s Guide. The duly authorized officers named below have executed
this Agreement, which supersedes all prior relevant communications, as of the Effective Date.
| Space
Exploration Technologies Corp. (SpaceX) |
AST
& Science, LLC (Customer) |
| |
|
| Address:
|
1
Rocket Road, Hawthorne, CA 90250 |
Address:
|
2901
Enterprise Lane Midland, TX 79706 |
| |
|
|
|
| By: |
/s/
Tom Ochinero |
By: |
/s/
Abel Avellan |
| |
|
|
|
| Name/Title: |
Tom
Ochinero, VP of Commercial Sales |
Name/Title: |
Abel
Avellan, CEO |
| |
|
|
|
| Date: |
March
3, 2022 |
Date: |
March
3, 2022 |
| © Space Exploration Technologies Corp. All rights reserved. | Page 2 of 4 |
|
SpaceX
[REDACTED] Launch Services
Terms
and Conditions |
Appendix
A: re-Booking Program
You
may submit a request in writing to SpaceX to be re-manifested on a Re-booked Mission using the form of Re-booking Agreement in Appendix
B. Based on the date of SpaceX’s approval of this request, which shall not be unreasonably withheld, the payments made toward your
original Agreement shall be applied per the terms outlined in the table below.
| Date
of Re-booking Request Approval |
|
Re-booking
Cost |
| Before
[REDACTED] days |
|
$[REDACTED] |
| Before
[REDACTED] days |
|
$[REDACTED] |
| After
[REDACTED] days |
|
No
Re-booking Allowed |
The
Re-booking costs outlined above are due at the time of Re-booking and may be paid through a reduction in the credit to be applied to
the Re-booked Mission. Remaining payments shall be made according to the payment schedule in Section C with the dates adjusted to reflect
the Launch Period of the Re-booked Mission. Any Additional Payments shall be retained by SpaceX and not credited toward the Re-booked
Mission. All credits toward the Re-booked Mission shall be applied only to future SpaceX launch payments and not otherwise refunded to
you. Solely in the event that SpaceX cannot reasonably provide you a re-booking opportunity within 12 months of the last day of the Launch
Period, You may terminate the Agreement and SpaceX shall retain only [REDACTED]% of the amounts paid and owed at the time of the
request plus any Additional Payments as compensation for work completed and shall refund [REDACTED]% of the amounts paid and owed
at the time of the request to you without interest. Any amounts retained by SpaceX under this paragraph are retained without further
obligation or liability to you.
| © Space Exploration Technologies Corp. All rights reserved. | Page 3 of 4 |
|
SpaceX
[REDACTED] Launch Services
Terms
and Conditions |
Appendix
B: FORM of re-Booking Agreement
AST
& Science, LLC submits this request to re-book the BlueBird 1 Payload on a subsequent SpaceX mission, as outlined in the [REDACTED]
Launch Services Agreement dated (Agreement). By submitting this request, you understand and agree that your Payload will not
be included on the originally scheduled mission and all payments made toward the original Agreement will be applied per the Re-booking
Policy outlined in the Appendix A of the Agreement.
Requested
Re-booked Mission (To Be Completed by Customer):
Launch
Period:
Orbital
Parameters:
| Perigee
(km): |
|
|
|
| Apogee
(km): |
|
|
|
| Inclination
(deg) |
|
|
|
| Crossing
Time |
|
|
LTAN or LTDN (select one) |
Payload
Modifications Requested: Yes or No (select one)
Price
and Payment Schedule (To Be Completed By SpaceX):
Price
(USD):
| Rebooking
Fee: |
|
| Launch: |
|
| TOTAL: |
|
Payment
Schedule:
| Payments
Already Received: |
|
| Signature
+ 5 days: |
|
| L-12: |
|
| L-9: |
|
| L-3: |
|
| TOTAL: |
|
By
signing below, the Parties agree that this document will amend both the applicable payment dates and prices in section C of the Agreement
and the Launch Period in Section D of the Agreement, to reflect the above changes, and delete section E from the Agreement. All other
terms in the Agreement shall remain the same.
| Customer
Signature: |
SpaceX
Acceptance: |
| |
|
| By: |
|
By: |
|
| |
|
|
|
| Name/Title: |
|
Name/Title: |
|
| |
|
|
|
| Date: |
|
Date: |
|
| © Space Exploration Technologies Corp. All rights reserved. | Page 4 of 4 |
 |
SpaceX Statement of Work (“SOW”) for [REDACTED] Payload Launch Services |
Subject to the terms and conditions of the Launch
Services Agreement (“LSA”) to which this SOW is attached, this SOW, and the accompanying [REDACTED] Payload User’s
Guide, define the services and deliverables to be provided by both Space Exploration Technologies Corp. (“SpaceX”) and the
[REDACTED] Payload Customer (“Customer”) to launch the [REDACTED] Payload. The Launch Services shall be considered
complete upon Launch and the completion of post-Launch activities detailed in this SOW, but not complete in the event of a Terminated
Ignition.
| 1 |
Payload and Mission Information |
| 1.1 |
Payload Maximum Mass |
[REDACTED] |
| 1.2 |
Payload Mechanical Interface |
[REDACTED] |
| 1.3 |
Payload Orbit Parameters |
[REDACTED]
[REDACTED]
[REDACTED]
[REDACTED]
[REDACTED] |
| 1.4 |
Mission design by SpaceX shall meet the requirements
of the LSA and SOW. SpaceX may: |
Recover Launch Vehicle hardware
Manifest one or more Co-Payloads
Deploy Co-Payload(s) into the Payload orbit
Deploy Co-Payload(s) before/after Payload |
| 1.5 |
Mission Requirements |
Documented in the Payload to Launch Vehicle Interface
Control
Document (“ICD”) |
| 1.6 |
Applicable Documents
(requirements shall be complied with) |
ICD - supersedes this SOW once signed
AFSPCMAN 91-710
[REDACTED] Payload User’s Guide |
| 1.7 |
Reference Documents
(contextual or ancillary information) |
SMC-016
CCAFS/VAFB SpaceX Facility User’s Guide |
| 2 |
Customer Requirements, Services, and Deliverables |
Any material failure by Customer to meet its responsibilities,
including any non-compliance with the ICD, may result in a Customer delay requiring rebooking with applicable fees. Customer shall:
| 2.1 |
Upon
request, provide environmental test plans for Payload qualification, acceptance, and analysis. |
| 2.2 |
Certify
Payload is compatible with the Launch Vehicle maximum predicted environments (“MPE”). |
| 2.3 |
Provide
support and information to enable SpaceX to satisfy the requirements of all applicable regulatory/licensing agencies and associated
statutes. |
| 2.4 |
Provide
to SpaceX the deliverables listed in Table 1. |
| 2.5 |
Verify
compatibility of loads, environments, and deflections between Payload Constituents, if applicable. |
| 2.6 |
Provide
evidence that Payload Constituents will not perform premature deployments. |
| 2.7 |
Allow
SpaceX to perform physical inspection of the Payload physical interfaces during integration, if required. |
| 2.8 |
Serve
as a single point of contact for SpaceX to solicit Launch Range safety inputs for the Payload. |
| 2.9 |
Complete
all stand-alone Launch preparations within ten (10) days of arriving at the Launch Site. |
| 2.10 |
Limit
Launch Site processing team to no more than fifteen (15) persons at any one time. |
| 2.11 |
Provide
SpaceX approved separation system(s) for integrating and deploying spacecraft within the Payload. |
| 2.12 |
If
required, design and build all electrical harnessing between the Payload interface and the Standard Offering Bulkhead as defined
by SpaceX in the ICD and Wire Harness Build Guides. |
| 2.13 |
Be
able to charge Payload batteries while connected to the Launch Vehicle or guarantee that batteries will remain charged and Launch
ready for up to forty-five (45) days without an umbilical connection after fairing encapsulation. |
| 2.14 |
If
required, design and build all electrical harnessing necessary to connect the Payload EGSE to the umbilical junction box, or equivalent
interface, as defined by SpaceX in the ICD and Wire Harness Build Guides. |
| 2.15 |
If
required, provide the Payload-side and Launch Vehicle-side connectors for the Payload deployment harnessing at the Payload Interface
as defined by SpaceX in the ICD. |
| 2.16 |
If
required, support interface compatibility testing between separation device and Launch Vehicle hardware, providing any necessary
test equipment, including test harnessing, as determined by SpaceX. |
| 2.17 |
Complete
Payload configuration worksheet (“Payload” and “Constituents” tabs) no later than 2 weeks after Effective
Date of LSA. |
| © Space Exploration Technologies Corp. All rights reserved. | Page 1 of 5 |
|
SpaceX Statement of Work (“SOW”) for [REDACTED] Payload Launch Services |
| 3 |
SpaceX Requirements, Services, and Deliverables |
Any delay by SpaceX may result in changes in the scheduling
of the Launch Period, Launch Slot, Launch Interval or Launch Date, such changes not subject to any Customer rebooking fees. SpaceX shall:
| 3.1 |
Provide
Launch Services for the Mission utilizing a SpaceX Launch Vehicle. |
| 3.2 |
Verify
that the Launch Vehicle meets the requirements of the ICD. |
| 3.3 |
Provide
one redundant deployment command channel and one breakwire channel per deployment from the Launch Vehicle. |
| 3.4 |
Provide
a Mechanical Interface Ring for each mechanical interface. |
| 3.5 |
Provide
the electrical harnesses up to the Standard Offering Bulkhead for each mechanical interface. |
| 3.6 |
If
required, design and build all electrical harnessing between the Payload interface and the Standard Offering Bulkhead as defined
by SpaceX in the ICD. |
| 3.7 |
If
required, provide the Payload-side and Launch Vehicle-side bulkhead connectors for the Customer-built electrical harnessing interface
at the Standard Offering Bulkhead as defined by SpaceX in the ICD. |
| 3.8 |
If
required, provide Payload EGSE-side and SpaceX ground-side bulkhead connector for Customer’s EGSE harnessing as defined by
SpaceX in the ICD. |
| 3.9 |
Provide
the Launch Site facilities, equipment, documentation, and procedures to receive Customer’s hardware, validate interfaces to
Customer’s hardware, integrate the Payload with the Launch Vehicle, and perform a Launch of the Payload. |
| 3.10 |
Provide
overall management and technical direction to perform the tasks delineated in this SOW, including program planning, quality management,
and schedule management. |
| 4 |
Payload Licensing and Registration |
Prior to the arrival of the Payload at the Launch
Site, Customer shall:
| 4.1 |
If
procured, provide evidence of insurance for the Payload Customer property, equipment and personnel (with express waivers of subrogation
as to SpaceX and its Related Third Parties), noting that SpaceX may conduct one or more Launch Vehicle wet dress rehearsals (inclusive
of loading the Launch Vehicle with propellant) and static fire tests (inclusive of first-stage engine ignition) at the Launch pad
prior to Launch. SpaceX may perform these operations with encapsulated [REDACTED] Payloads mated to the Launch Vehicle. |
| 4.2 |
Provide
evidence that the cross-waivers have been extended to (i) its Payload manufacturer(s); (ii) Related Third Parties with any ownership
interest in the Payload; (iii) Customer’s direct customers for the Payload; and (iv) any other Related Third Parties, respective
contractors, subcontractors and insurers, as requested by SpaceX. |
| 4.3 |
Provide
a letter certifying that Customer has obtained all required Licenses and that all Payload information provided to SpaceX and/or any
licensing agencies is complete and accurate in addition to copies of all required Licenses. |
| © Space Exploration Technologies Corp. All rights reserved. | Page 2 of 5 |
|
SpaceX Statement of Work (“SOW”) for [REDACTED] Payload Launch Services |
All notices under the Agreement shall be in writing
and shall be hand-delivered or sent via electronic, express and/or certified mail to the contacts specified below All notices, documents,
deliverables and other communications between SpaceX and Customer, including by their respective employees and Related Third Parties shall
be in English.
For correspondence sent to SpaceX, to each of:
| SpaceX |
SpaceX |
| 1 Rocket Road |
1 Rocket Road |
| Hawthorne, CA 90250 |
Hawthorne, CA 90250 |
| Attn: [REDACTED] |
Attn: [REDACTED] |
| [REDACTED] |
[REDACTED] |
For correspondence sent to Customer, to each of:
| AST & Science, LLC |
| 2901 Enterprise Lane |
| Midland, TX 79706 |
| Attn: [REDACTED] |
| [REDACTED] |
| © Space Exploration Technologies Corp. All rights reserved. | Page 3 of 5 |
|
SpaceX Statement of Work (“SOW”) for [REDACTED] Payload Launch Services |
Table
1: Program Milestones, Reviews and Deliverables
| Schedule 1 |
Title |
Purpose |
SpaceX Deliverables 2 |
Customer Deliverables 2 |
| N/A |
Agreement Signature |
Authority to proceed with work. |
● Signed
Agreement
● TAA
questionnaire or Export Compliance Agreement template
● Payload
configuration worksheet template |
● Signed Agreement
● Point of contact |
|
Signature
+ 2 weeks |
Mission Integration Kickoff
(not a review) |
Introduction to the Range and mission integration templates are provided to the Customer. General Payload information is provided to SpaceX. |
● Launch Range introduction and Payload Range
Safety requirements
● Range Safety submission document templates
● ICD template
● Payload mass properties and deployment characteristics
template
● Payload electrical interface pinout worksheet
template
● Customer-built wire harness build guide
● Payload environmental verification report
template |
● Completed TAA questionnaire or Export Compliance
Agreement
● Payload configuration worksheet (“Payload”
and “Constituents” tabs)
|
| L-8 months |
Mission Integration Analysis Inputs
(not a review) |
Payload inputs are provided to SpaceX to initiate mission integration analyses. |
|
● Payload inputs to ICD
● Payload CAD model
● Payload dynamic model
● Payload electrical interface pinout worksheet
● Payload mass properties and deployment characteristics
● Payload configuration worksheet (“Test
Approach” and “Test Deviations” tabs)
● Separation verification analysis |
| L-6 months |
Range Safety Submission
(not a review) |
L-6 month Range Safety deliverables submitted by the Customer. |
|
● [REDACTED] Range Safety Checklist
● Program Introduction |
| L-6 months |
Launch Campaign Planning Kickoff
(not a review) |
Launch campaign planning templates provided to the Customer. |
● Launch campaign planning checklist
● Launch campaign daily schedule template
● Payload and equipment delivery information
● Badging and photo requirements
● Mission licensing support information |
|
| L-4 months |
Launch Campaign Planning
(not a review) |
Initial launch campaign planning inputs are provided to SpaceX. Summary mission level schedule and launch campaign plan are provided to Customer. |
● Launch integration schedule (preliminary)
● Launch campaign plan (preliminary) |
● Initial inputs to launch campaign checklist
and daily schedule
● CAD for lifting GSE for joint mating operations
● Summary concept of operations for joint mating
operations |
| L-4 months |
Mission Integration Analyses
(not a review) |
Mission integration analysis results and draft ICD, with supporting interface definitions, are delivered to the Customer. |
● Predicted orbit injection
report
● Coupled loads analysis
results (if required)
● Payload separation analysis
results (if required)
● Payload clearance analysis
results (if required)
● ICD Draft
● Payload-to-LV electrical
interface
● Payload-to-LV mechanical
interface |
|
| L-4 months |
Range Safety Submission
(not a review) |
L-4 month Range Safety deliverables submitted by the Customer. |
|
● Ground Operating Pan (GOP)
● AFSPCMAN 91-710 tailoring (if required by
Range)
● Missile System Prelaunch Safety Package (MSPSP)
(if required by Range)
● Certification Data for Hazardous Systems
(if required by Range) |
| L-3 months |
Final Mission Integration Analysis Inputs
(not a review) |
Final Payload inputs are provided to SpaceX. |
|
● Payload mass properties and deployment characteristics
(final update)
● Completed Payload environmental verification
report |
| L-2 months |
Range Safety Submission
(not a review) |
L-2 month Range Safety deliverables submitted by the Customer. |
|
● AFSPCMAN 91-710 Compliance Letter
● GOP Hazardous Procedures |
| © Space Exploration Technologies Corp. All rights reserved. | Page 4 of 5 |
|
SpaceX Statement of Work (“SOW”) for [REDACTED] Payload Launch Services |
| Schedule 1 |
Title |
Purpose |
SpaceX Deliverables 2 |
Customer Deliverables 2 |
| L-2 months |
Mission Integration Analyses Final
(not a review) |
Final mission integration analysis results are delivered to the Customer. |
● Trajectory analysis results, including collision
avoidance and Monte Carlos
● Mission analysis updates (if applicable) |
|
| L-2 months |
Launch Campaign Readiness Review
Held at SpaceX Headquarters or via teleconference |
Verifies that all people, parts, and paper are ready for the shipment of the Payload to the Launch Site and are ready to begin Launch Site activities. |
● ICD revision for signature
● Verification of compliance to ICD requirements
● Launch integration schedule (update)
● Launch campaign plan (update)
● Launch Range readiness |
● Verification of Payload compliance to ICD
requirements
● Hourly schedule of daily launch site operations
● Plan for Payload and GSE arrival at the launch
site
● Propellant/pressurant arrival information
(if applicable)
● Badging paperwork for Customer group
● FAA cross-waiver inputs
● Payload configuration worksheet (“Hazardous
Materials” tab)
● Payload insurer details (if applicable)
● Launch and in-orbit insurer subrogation waiver
(if applicable) |
| Payload Shipment |
Payload Shipment
(not a review) |
Verifies Payload licensing is in place prior to shipment to the launch site. |
|
● Payload measured mass (if not fueling at
launch site)
● Payload licensing certification letter
● Copies of all required on-orbit Payload licenses |
| Payload Arrival |
Payload Arrival
Held at Launch Site |
Provides important information for working at the launch site. |
● Launch campaign arrival briefing |
● Launch site awareness training complete |
| Payload Arrival à Launch |
Launch Campaign |
|
● Hazardous operations planning meetings (if
required)
● Electrical checkout results (if required)
● Daily environmental reports
● Daily launch campaign schedule updates |
● Payload measured mass (if fueling at launch
site)
● Payload encapsulation readiness certificate
|
| L-1 day |
Launch Readiness
(not a review) |
An exchange of readiness notifications for launch |
● Launch vehicle readiness certificate |
● Payload launch readiness certificate |
|
Separation
+ TBD 3 min |
Orbit Injection Report
(not a review) |
Deliver best-estimate state vector, altitude, and attitude rate based on initial data |
● Orbit injection report (via electronic delivery) |
|
| L-0 à L+ 2 weeks |
Payload Status
(not a review) |
Customer delivers status of Payload after separation. |
|
● Coordination with space situational agencies
● Payload
operations status |
Notes:
| 1. |
Assumes the first day of the Launch Period as defined in the LSA until the Launch Date is further defined. |
| 2. |
Detailed description for each deliverable can be found in Appendix G of the [REDACTED] Payload User’s Guide. |
| 3. |
Depends on the trajectory, ground station locations, and other factors that may remain unknown as of Agreement Signature; will be defined in the ICD. |
| © Space Exploration Technologies Corp. All rights reserved. | Page 5 of 5 |
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