Current Report Filing (8-k)
16 September 2022 - 2:31PM
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2022-09-15
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2022-09-15
2022-09-15
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ASTS:WarrantsExercisableForOneShareOfClassCommonStockAtExercisePriceOf11.50Member
2022-09-15
2022-09-15
iso4217:USD
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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): September 15, 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
5.07 Submission of Matters to a Vote of Security Holders.
On
September 15, 2022, AST SpaceMobile, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual
Meeting”), at which stockholders voted on proposals to (i) elect each of the ten directors nominated by the Company’s Board
of Directors, each for a term expiring at the Company’s 2023 Annual Meeting of Stockholders and (ii) ratify the Audit Committee’s
appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ended December 31, 2022.
The
Company has three classes of common stock and holders of each class of common stock as of July 18, 2022 (the “Record Date”)
were entitled to vote at the 2022 Annual Meeting of Stockholders. Holders of the Company’s Class A Common Stock and Class B Common
Stock were entitled to one vote per share on each of the forgoing proposals and holders of the Company’s Class C Common Stock were
entitled to ten votes per share on each of the forgoing proposals. There were 25,857,254 shares of the Company’s Class A Common
Stock, 40,623,353 shares of the Company’s Class B Common Stock and 78,163,078 shares of the Company’s Class C Common Stock
represented either in person or by proxy at the meeting, which represented 95.8% of the total voting power of the Company, thereby constituting
a quorum.
A
summary of the voting results, as certified by the Inspector of Election for the Annual Meeting, Shanti Gupta, is set forth below.
Proposal
1: Election of Directors
Director Nominee | |
Votes For | | |
Votes
Withheld | | |
Broker
Non-Votes | |
Abel Avellan | |
| 834,849,450 | | |
| 1,305,921 | | |
| 11,956,016 | |
Tareq Amin | |
| 834,851,902 | | |
| 1,303,469 | | |
| 11,956,016 | |
Adriana Cisneros | |
| 834,768,668 | | |
| 1,386,703 | | |
| 11,956,016 | |
Alexander Coleman | |
| 834,883,124 | | |
| 1,272,247 | | |
| 11,956,016 | |
Luke Ibbetson | |
| 834,863,595 | | |
| 1,291,776 | | |
| 11,956,016 | |
Edward Knapp | |
| 834,865,526 | | |
| 1,289,845 | | |
| 11,956,016 | |
Hiroshi Mikitani | |
| 834,854,937 | | |
| 1,300,434 | | |
| 11,956,016 | |
Ronald Rubin | |
| 834,887,149 | | |
| 1,268,222 | | |
| 11,956,016 | |
Richard Sarnoff | |
| 834,750,157 | | |
| 1,405,214 | | |
| 11,956,016 | |
Julio A. Torres | |
| 834,849,644 | | |
| 1,305,727 | | |
| 11,956,016 | |
Each
of the ten nominees for director was elected to serve until the 2023 Annual Meeting of Stockholders.
Proposal
2: Ratification of Appointment of Independent Registered Public Accounting Firm
Votes For | | |
Votes Against | | |
Votes Withheld | | |
Broker Non-Votes | |
847,107,976 | | |
| 705,268 | | |
| 298,143 | | |
| - | |
The
stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal
year ending December 31, 2022.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No. |
|
Description |
104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated:
September 16, 2022 |
|
|
AST
SPACEMOBILE, INC. |
|
|
|
By: |
/s/
Sean R. Wallace |
|
Name:
|
Sean
R. Wallace |
|
Title: |
Chief
Financial Officer |
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