8-K
AST SpaceMobile, Inc. (ASTS)
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): August 8, 2023
ASTSpaceMobile, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39040 | 84-2027232 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
| Midland Intl. Air & Space Port<br><br> <br>2901 Enterprise Lane<br><br> <br>Midland, Texas | 79706 | |
| --- | --- | |
| (Address<br> of principal executive offices) | (Zip<br> Code) |
(432)276-3966
Registrant’s
telephone number, including area code
NotApplicable
(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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement<br> 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<br> A common stock, par value $0.0001 per share | ASTS | The<br> Nasdaq Stock Market LLC |
| Warrants<br> exercisable for one share of Class A common stock at an exercise price of $11.50 | ASTSW | The<br> 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. ☐
Item5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers.
On August 8, 2023, AST SpaceMobile, Inc. (the “Company”) was informed by Rakuten Group, Inc. (“Rakuten”) that, pursuant to the terms of the Company’s Stockholders Agreement, Rakuten had removed Tareq Amin as a director of the Company following his departure from Rakuten. Mr. Amin had previously been appointed as a Rakuten designee pursuant to the Company’s Stockholders Agreement. In light of the foregoing, Mr. Amin will not be standing for re-election to the Company’s Board of Directors (the “Board”) at the 2023 annual meeting of stockholders scheduled for August 17, 2023. Rakuten has the right to designate a director nominee to replace Mr. Amin on the Board pursuant to the Company’s Stockholders Agreement.
Item9.01. Financial Statements and Exhibits.
| Exhibit No. | Description |
|---|---|
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document). |
* 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:<br>August 10, 2023 | ||
|---|---|---|
| AST<br> SPACEMOBILE, INC. | ||
| By: | /s/ Sean R. Wallace | |
| Name: | Sean<br> R. Wallace | |
| Title: | Chief<br> Financial Officer |