Current Report Filing (8-k)
31 März 2022 - 10:37PM
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2022-03-29
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2022-03-29
2022-03-29
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ASTS:WarrantsExercisableForOneShareOfClassCommonStockAtExercisePriceOf11.50Member
2022-03-29
2022-03-29
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported) March 29, 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
2.02. Results of Operations and Financial Condition.
On
March 31, 2022, AST SpaceMobile, Inc. (“AST SpaceMobile” or the “Company”) issued a press release announcing
financial results for the three months and fiscal year ended December 31, 2021. A copy of the press release is attached hereto as Exhibit
99.1.
The
information included in this Item 2.02 and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934 (“Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by
specific reference in such a filing.
Item
7.01. Regulation FD Disclosure.
AST
SpaceMobile is also furnishing a Fourth Quarter and Full Year 2021 Business Update, dated March 31, 2022 (the “Presentation”),
attached as Exhibit 99.2 to this Current Report on Form 8-K, which may be referred to on the Company’s fourth quarter 2021 conference
call to be held on March 31, 2022. The Presentation will also be available on the Company’s website at www.ast-science.com.
The
information included in this Item 7.01 and in Exhibit 99.2 shall not be deemed “filed” for purposes of Section 18 of the
Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item
8.01. Other Events.
On
March 29, 2022, the Board of Directors of AST SpaceMobile determined to hold the Company’s 2022 annual meeting of stockholders
(the “2022 Annual Meeting”), which will be the Company’s first annual meeting of stockholders, on Thursday, September
15, 2022.
Deadline
for Rule 14a-8 Stockholder Proposals. Consistent with the Securities and Exchange Commission’s proxy rules, the Company’s
Board of Directors has set the deadline for submission of proposals to be included in the Company’s proxy materials for the 2022
Annual Meeting as May 18, 2022.
Deadline
for other Stockholder Proposals. The Company’s Amended and Restated Bylaws (the “Bylaws”) govern notice requirements
for stockholder proposals intended to be presented at, but not included in the proxy materials for, the 2022 Annual Meeting, including
director nominations for election to the Company’s Board of Directors. To be considered timely, such stockholder’s notice
must be received by the Company’s Secretary not later than June 17, 2022.
Address
for Stockholder Proposals and Nominations. Stockholder proposals and nominations should be sent to the Company at Midland Intl. Air & Space Port, 2901 Enterprise Lane, Midland Texas, 79706, Attention: Secretary.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated:
March 31, 2022
| |
AST
SPACEMOBILE, INC. |
| |
|
|
| |
By: |
/s/
Thomas Severson |
| |
Name:
|
Thomas
Severson |
| |
Title: |
Chief
Financial Officer |
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