AST SpaceMobile, Inc 8-K/A, filed May 6, 2021

AST SpaceMobile, Inc. (ASTS)

8-K/A 2021-05-06 For: 2021-04-06

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Added on April 07, 2026

About this 8-K/A

AST SpaceMobile, Inc filed this 8-K/A on May 6, 2021, reporting on events of April 6, 2021.

Items reported

Item 9.01: Financial statements and exhibits

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[ ]	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))

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

Exhibit No.		Description
2.1*		Equity Purchase Agreement, dated as of December 15, 2020, by and among AST & Science LLC, New Providence Acquisition Corp., New Providence Management LLC, the AST Existing Equityholder Representative and the AST Existing Equityholders listed on Annex A thereto (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 16, 2020).
3.1		Amended and Restated Certificate of Incorporation of AST SpaceMobile, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2021).
3.2		Amended and Restated Bylaws of AST SpaceMobile, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2021).
4.1		Specimen Common Stock Certificate of the Registrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2021).
4.2		Specimen Warrant Certificate of the Registrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2021).
4.3		Warrant Agreement, dated September 13, 2019, between Continental Stock Transfer & Trust Company and New Providence Acquisition Corp. (incorporated by reference to the Company’s Current Report on Current Report on Form 8-K filed with the SEC on September 16, 2019).
10.1*		Stockholders’ Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2021).
10.2*		Sponsor Voting Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2021).
10.3*		Registration Rights Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2021).
10.4*		Tax Receivable Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2021).
10.5*		Fifth Amended and Restated Limited Liability Limited Company Agreement of AST & Science, LLC (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2021).
10.6†		AST SpaceMobile, Inc. 2020 Incentive Award Plan (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2021).
10.7†		AST SpaceMobile, Inc. 2020 Incentive Award Plan – Form of Stock Option Agreement (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2021).
10.8†		AST SpaceMobile, Inc. 2020 Incentive Award Plan – Form of Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2021).
10.9†		AST SpaceMobile, Inc. 2020 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2021).
10.10†		Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2021).
10.11†		Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.11 to the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2021).
10.12†		Offer Letter between AST SpaceMobile, Inc. and Abel Avellan (incorporated by reference to Exhibit 10.12 to the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2021).

10.13†		Offer Letter between AST SpaceMobile, Inc. and Thomas Severson (incorporated by reference to Exhibit 10.13 to the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2021).
10.14†		Offer Letter between AST SpaceMobile, Inc. and Rulfo Hernandez (incorporated by reference to Exhibit 10.14 to the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2021).
10.15*		Amended and Restated Series B Preferred Shares Purchase Agreement, dated as of February 4, 2020, by and among AST & Science, LLC, Vodafone Ventures Limited, ATC TRS II LLC and Rakuten Mobile Singapore PTE. LTD. (incorporated by reference to Exhibit 10.15 to the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2021).
10.16*		Letter Agreement, dated as of December 15, 2020, by and between AST & Science, LLC and Vodafone Ventures Limited (incorporated by reference to Exhibit 10.16 to the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2021).
10.17*		Letter Agreement, dated as of December 15, 2020, by and between AST & Science, LLC and ATC TRS II LLC, as predecessor in interest to ATC TRS IV LLC (incorporated by reference to Exhibit 10.17 to the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2021).
10.18*		Amended and Restated Commercial Agreement, dated as of December 15, 2020, by and between AST & Science, LLC and Rakuten Mobile Singapore Pte. Ltd. (incorporated by reference to Exhibit 10.18 to the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2021).
10.19*		License Agreement, dated June 21, 2019, by and between SRS Space Limited and AST & Science, LLC (incorporated by reference to Exhibit 10.19 to the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2021).
10.20*		Launch Services Contract, dated July 17, 2020, by and between AST & Science, LLC and Joint Stock Company “GK Launch Services” (incorporated by reference to Exhibit 10.20 to the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2021).
10.21*		Design and Manufacturing Agreement, dated September 23, 2020, by and between Dialog Semiconductor Operations Services Limited and AST & Science LLC (incorporated by reference to Exhibit 10.21 to the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2021).
10.22*		Sublease Agreement, dated November 13, 2018, by and between the Midland Development Corporation and AST & Science, LLC (incorporated by reference to Exhibit 10.22 to the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2021).
10.25*		Form of Subscription Agreement, by and between New Providence Acquisition Corp. and the undersigned subscriber party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 16, 2020).
10.26		Registration and Stockholder Rights Agreement, dated as of September 13, 2019, by and among New Providence Acquisition Corp., New Providence Management LLC and the holders party thereto (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on September 16, 2019).
21.1		List of subsidiaries of AST SpaceMobile, Inc. (incorporated by reference to Exhibit 21.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2021)
99.1		Audited consolidated financial statements of AST as of December 31, 2020 and 2019 and for the years ended December 31, 2020 and 2019
99.2		Unaudited pro forma condensed combined financial information of the Company as of and for the year ended December 31, 2020
99.3		Management’s Discussion and Analysis of Financial Condition and Results of Operations for AST for the years ended December 31, 2020 and 2019
*		Certain schedules and exhibits to this Exhibit have been omitted pursuant to Item 601(a)(5) or Item 601(b)(10)(iv), as applicable, of Regulation S-K. The Registrant agrees to furnish supplemental copies of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.
†		Indicates a management contract or compensatory plan.

	AST SPACEMOBILE, INC.

	By:	/s/ Thomas Severson
	Name:	Thomas Severson
	Title:	Chief Financial and Operating Officer

	As of December 31,
	2020			2019
ASSETS
Current assets:
Cash and cash equivalents	$	42,777		$	26,498
Accounts receivable, net		2,081			328
Inventory		2,591			182
Prepaid expenses		1,249			445
Other current assets		2,234			286
Total current assets		50,932			27,739

Property and equipment:
BlueWalker 3 Satellite – construction in progress		27,013			2,097
Property and equipment, net		10,057			1,685
Total property and equipment, net		37,070			3,782

Other long-term assets:
Operating lease right-of-use assets		7,045			—
Intangible assets, net		526			672
Goodwill		3,912			3,593
Other assets and deposits		160			162
Total other long-term assets, net		11,643			4,427
TOTAL ASSETS	$	99,645		$	35,948

LIABILITIES AND MEMBERS’ EQUITY
Current liabilities:
Accounts payable	$	4,990		$	1,552
Accrued expenses and other current liabilities		4,222			1,948
Deferred revenue		3,401			949
Note payable to Founder		—			1,750
Current operating lease liabilities		504			—
Total current liabilities		13,117			6,199

Non-current operating lease liabilities		6,541			—
Total liabilities		19,658			6,199

Commitments and Contingencies (Note 6)

Members’ equity:
Series A convertible preferred stock, $0.01 par value, authorized 684,932 shares, 684,932 shares issued and outstanding as of December 31, 2020 and 2019 (liquidation preference of $20,000 at December 31, 2020 and 2019)		9,394			9,394
Series B convertible preferred stock, $0.01 par value per share - 2,765,027 and 1,995,810 shares authorized as of December 31, 2020 and 2019, respectively; 2,765,027 and 773,376 shares issued and outstanding as of December 31, 2020 and 2019, respectively (liquidation preference of $119,636 and $31,520 at December 31, 2020 and 2019, respectively)		102,717			28,847
Members’ common equity, 10,000,000 shares authorized as of December 31, 2020 and 2019; 5,500,840 and 5,500,000 issued and outstanding as of December 31, 2020 and 2019, respectively		5,462			5,171
Promissory note from common shareholder		—			(100	)
Accumulated other comprehensive income (loss)		(168	)		(329	)
Accumulated Deficit		(39,908	)		(15,847	)
Noncontrolling interest		2,490			2,613
Total members’ equity		79,987			29,749
TOTAL LIABILITIES AND MEMBERS’ EQUITY	$	99,645		$	35,948

	2020			2019
Revenues	$	5,967		$	1,414
Cost of sales		(3,025	)		(954	)
Gross profit		2,942			460

Operating expenses:
Engineering services		13,081			4,668
General and administrative costs		12,320			5,404
Research and development costs		1,011			1,062
Depreciation and amortization		887			388
Total operating expenses		27,299			11,522

Other income and expense:
Interest income		71			2
Interest expense		(10	)		(22	)
Other income and (expense), net		22			(15	)
Total other income (expense)		83			(35	)
Net loss before income taxes		(24,274	)		(11,097	)
Income taxes		(131	)		(44	)
Net loss		(24,405	)		(11,141	)
Add: Net loss attributable to noncontrolling interests		344			256
Net loss attributable to AST&Science	$	(24,061	)	$	(10,885	)
Cumulative convertible preferred stock dividends	$	(8,290	)	$	(523	)
Income available to common shareholders	$	(32,351	)	$	(11,408	)
Basic and diluted net loss per share	$	(5.88	)	$	(2.07	)
Basic and diluted shares used in computing net loss per share		5,500,404			5,500,000

	Series B Redeemable Preferred Stock						Series A Preferred Stock				Series B Preferred Stock				Common Equity				Promissory Note from Common			Accumulated Other Comprehensive			Accumulated			Noncontrolling			Total
	Shares			Values			Shares		Values		Shares		Values		Shares		Values		Shareholder			Loss			Deficit			Interest			Equity
Balance, December 31, 2018		—		$	—			684,932	$	9,394		—	$	—		5,500,000	$	5,039	$	(100	)	$	(249	)	$	(4,962	)	$	2,934		$	12,056
Issuance of Series B Convertible Preferred Stock, net of issuance costs of $2,153		—			—			—		—		773,376		28,847		—		—		—			—			—			—			28,847
Stock-based compensation		—			—			—		—		—		—		—		132		—			—			—			—			132
Unrealized foreign currency translation adjustments		—			—			—		—		—		—		—		—		—			(80	)		—			(65	)		(145	)
Net income (loss)		—			—			—		—		—		—		—		—		—			—			(10,885	)		(256	)		(11,141	)
Balance, December 31, 2019		—		$	—			684,932	$	9,394		773,376	$	28,847		5,500,000	$	5,171	$	(100	)	$	(329	)	$	(15,847	)	$	2,613		$	29,749
Stock options exercised		—			—			—		—		—		—		840		1		—			—			—			—			1
Issuance of Series B Redeemable Convertible Preferred Stock, net of issuance costs of $5,889		1,966,704			72,944			—		—		—		—		—		—		—			—			—			—			—
Issuance of Series B Convertible Preferred Stock, net of issuance costs of $69		—			—			—		—		24,947		926		—		—		—			—			—			—			926
Modification upon amendment of Series B Convertible Preferred Stock		(1,966,704	)		(72,944	)		—		—		1,966,704		72,944		—		—		—			—			—			—			72,944
Payment of Promissory Note by Common Shareholder		—			—			—		—		—		—		—		—		100			—			—			—			100
Stock-based compensation		—			—			—		—		—		—		—		290		—			—			—			—			290
Unrealized foreign currency translation adjustments		—			—			—		—		—		—		—		—		—			161			—			221			382
Net income (loss)		—			—			—		—		—		—		—		—		—			—			(24,061	)		(344	)		(24,405	)
Balance, December 31, 2020		—		$	—			684,932	$	9,394		2,765,027	$	102,717		5,500,840	$	5,462	$	—		$	(168	)	$	(39,908	)	$	2,490		$	79,987

	2020			2019
Cash flows from operating activities:
Net loss	$	(24,405	)	$	(11,141	)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation		670			174
Amortization of intangible assets		217			214
Non-cash operating lease expense		219			—
Stock-based compensation		290			132
Changes in operating assets and liabilities:
Accounts receivable		(1,568	)		118
Prepaid expenses and other current assets		(1,485	)		(159	)
Inventory		(2,236	)		(148	)
Accounts payable and accrued expenses		3,476			881
Operating lease liabilities		(219	)		—
Deferred revenue		2,235			595
Other current assets and current liabilities		6			34
Net cash used in operating activities		(22,800	)		(9,300	)

Cash flows from investing activities:
Purchase of property and equipment		(8,123	)		(1,557	)
Purchase of intangible asset		(23	)		—
BlueWalker 3 Satellite – construction in process		(22,265	)		(2,097	)
Net cash used in investing activities		(30,411	)		(3,654	)

Cash flows from financing activities:
Proceeds from Founder bridge loan		—			1,750
Repayment for Founder bridge loan		(1,750	)		—
Proceeds from issuance of Series B Redeemable Preferred Stock		78,833			—
Issuance costs from issuance of Series B Redeemable Preferred Stock		(5,889	)		—
Proceeds from issuance of Series B Preferred Stock		1,000			31,000
Issuance costs from issuance of Series B Preferred Stock		(1,856	)		(371	)
Proceeds from promissory note with common shareholder		100			—
Direct and incremental costs incurred for the merger with NPA		(775	)		—
Net cash provided by financing activities		69,663			32,379

Effect of exchange rate changes on cash		(173	)		(46	)

Net increase in cash and cash equivalents		16,279			19,379
Cash and cash equivalents, beginning of period		26,498			7,119
Cash and cash equivalents, end of period	$	42,777		$	26,498

Supplemental disclosure of cash flow information:
Non-cash investing activities:
Purchase of accrued construction in process		2,615			—
Purchase of accrued property and equipment		794			—
Right-of-use assets obtained in exchange for operating lease liabilities as of January 1, 2020 upon adoption of ASC 842		6,472			—
Right-of-use assets obtained in exchange for operating lease liabilities		734			—
Non-cash financing activities:
Accrued direct and incremental costs incurred for the merger with NPA		376			—
Transaction costs accrued in connection with issuance of Series B Preferred Stock		—			1,782
Cash paid during the fiscal year for:
Interest		25			7
Income taxes		134			6

	December 31, 2020		December 31, 2019
Raw material	$	2,285	$	182
Work-in-process		306		—
Total	$	2,591	$	182

		Estimated Useful Life
Computers, software, and equipment		2 to 5 years
Leasehold improvements		Shorter of estimated useful life or lease term
Satellite antenna		5 years
Test and lab equipment		5 years
Phased array test facility		5 years
Assembly and integration equipment		5 years
Furniture and fixtures		7 years
Vehicles		5 years

	●	Level 1 — defined as observable inputs, such as quoted prices unadjusted in active markets for identical securities;

	●	Level 2 — defined as inputs other than quoted prices included in Level 1 that are either directly or indirectly observable; and

	●	Level 3 — defined as significant unobservable inputs in which little or no market data exists, therefore, requiring an entity to develop its own assumptions

	2020			2019
Computers, software, and equipment	$	1,707		$	699
Leasehold improvements		3,536			340
Satellite antenna		1,338			293
Test and lab equipment		2,666			—
Phased array test facility		704			234
Assembly and integration equipment		616			—
Furniture and fixtures		338			268
Vehicles		67			67
Property and equipment		10,972			1,901
Accumulated depreciation		(915	)		(216	)
Property and equipment, net		10,057			1,685

BlueWalker 3 Satellite – construction in progress		27,013			2,097
Total property and equipment, net	$	37,070		$	3,782

	December 31, 2020		December 31, 2019
Convertible preferred stock		3,449,959		1,458,308
Options outstanding		815,233		635,730
Options available for future grants		67,488		242,832
Total common shares reserved for future issuance		4,332,680		2,336,870

	Year Ended December 31, 2020
Short-term operating lease expense	$	41
Operating lease expense		301
Total lease expense	$	342

	Year Ended December 31, 2020
Cash paid for amounts included in the measurement of operating lease liabilities	$	349
Operating right-of-use assets obtained in exchange for lease obligations	$	759
Weighted-average remaining lease term – operating leases (years)		11.3
Weighted-average discount rate – operating leases		14	%

Year ending December 31,	Amount
2021	$	1,432
2022		1,294
2023		1,310
2024		1,257
2025		1,156
Thereafter		7,702
Total lease payments		14,151
Less effects of discounting		(7,106	)
Present value of lease liabilities	$	7,045

Operating lease right-of-use assets	$	7,045
Short-term operating lease liabilities	$	504
Non-current operating lease liabilities		6,541
Total operating lease liabilities	$	7,045

	2020		2019
Balance at beginning of the year	$	3,593	$	3,666
Acquisitions		—		—
Translation adjustments		319		(73	)
Balance at the end of the year	$	3,912	$	3,593

	Useful Lives	2020			2019
Intangible assets subject to amortization:
Developed technology	5	$	1,161		$	1,067
Trademarks and domain name	15		23			—
Total gross intangible assets subject to amortization		$	1,184		$	1,067
Accumulated amortization			(658	)		(395	)
Total net intangible assets subject to amortization		$	526		$	672

Fiscal Year	Amortization Expense
2021	$	234
2022		234
2023		40
2024		2
2025 and Thereafter		16
	$	526

	2020		2019
Revenue from performance obligations recognized over time	$	5,037	$	1,236
Revenue from performance obligations recognized at point-in-time transfer		930		178
Total	$	5,967	$	1,414

	Options			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (years)
Outstanding at December 31, 2019		635,730		$	0.93		—
Granted		263,600			8.71		—
Exercised		(840	)		0.93		—
Cancelled or forfeited		(83,257	)		6.04		—
Outstanding at December 31, 2020		815,233		$	2.92		2.04
Options exercisable as of December 31, 2020		365,174		$	1.27		2.03
Vested and expected to vest at December 31, 2020		815,233		$	2.92		2.04

	Number of Shares			Weighted- Average Grant Date Fair Value
Unvested at December 31, 2019		410,044		$	0.59
Granted		263,600			4.76
Vested		(153,440	)		1.24
Forfeited		(70,146	)		3.30
Unvested at December 31, 2020		450,058		$	2.37

	2020			2019
Exercise price	$	8.71		$	0.93
Fair market value	$	4.83		$	0.58 – $0.59
Expected dividend yield		0.0	%		0.0	%
Expected term (in years)		6.32			5.60 – 6.20
Expected volatility		60.00	%		70.00	%
Weighted-average risk-free rate		0.43	%		2.21% – 2.45	%

	Fiscal Year Ended December 31,
	2020			2019
	(dollars in thousands, except per share amounts)
Numerator – basic and diluted:
Net loss attributable to AST & Science	$	(24,061	)	$	(10,885	)
Cumulative convertible preferred stock dividends		(8,290	)		(523	)
Income available to common shareholders		(32,351	)		(11,408	)
Denominator – basic and diluted:
Shares used in computing net loss per share attributable to common stockholders		5,500,404			5,500,000
Basic and diluted net loss per share attributable to common stockholders	$	(5.88	)	$	(2.07	)

	●	the reverse recapitalization between AST and NPA, whereby no goodwill or other intangible assets are recorded;

	●	the completion of the PIPE Investment pursuant to the PIPE subscription agreements; and

	●	the effectiveness of the Tax Receivable Agreement.

	●	AST members have a majority of the voting power of the Company;

	●	AST has the ability to nominate and represent a majority of the Company’s Board; and

	●	AST’s former management comprises the vast majority of the management and executive positions of the Company.

	Economic and Voting Rights at Closing														Class B Holders Exchange All Common Units for Class A Common Stock Post-Closing
	Class A Shares		Class B Shares		Class C Shares		Economic %			Voting Rights		Voting %			Class A Shares		Class B Shares		Class C Shares		Economic %			Voting Rights		Voting %
Class A Holders		51,729,704		—		—		29	%		51,729,704		6	%		51,729,704		—		—		29	%		51,729,704		6	%
Class B Holders		—		51,636,922		—		28	%		51,636,922		6	%		51,636,922		—		—		28	%		51,636,922		6	%
Class C Holders		—		—		78,163,078		43	%		781,630,780		88	%		—		—		78,163,078		43	%		781,630,780		88	%
Totals		51,729,704		51,636,922		78,163,078		100	%		884,997,406		100	%		103,366,626		—		78,163,078		100	%		884,997,406		100	%

	Economic Interests and Voting Rights at Closing														Class C Holders Exchange All Common Units for Class A Common Stock Post-Closing
	Class A Shares		Class B Shares		Class C Shares		Economic %			Voting Rights		Voting %			Class A Shares		Class B Shares		Class C Shares		Economic %			Voting Rights		Voting %
Class A Holders		51,729,704		—		—		29	%		51,729,704		6	%		51,729,704		—		—		20	%		51,729,704		6	%
Class B Holders		—		51,636,922		—		28	%		51,636,922		6	%		—		51,636,922		—		20	%		51,636,922		6	%
Class C Holders		—		—		78,163,078		43	%		781,630,780		88	%		78,163,078		—		78,163,078		60	%		781,630,780		88	%
Totals		51,729,704		51,636,922		78,163,078		100	%		884,997,406		100	%		129,892,782		51,636,922		78,163,078		100	%		884,997,406		100	%

	Economic Interests and Voting Rights with Four-Fold Increase in Public Float														Class C Holders Exchange 20% of Aggregate Common Units for Class A Common Stock
	Class A Shares		Class B Shares		Class C Shares		Economic %			Voting Rights		Voting %			Class A Shares		Class B Shares		Class C Shares		Economic %			Voting Rights		Voting %
Class A Holders		206,918,816		—		—		62	%		206,918,816		19.9	%		206,918,816		—		—		58	%		206,918,816		19.6	%
Class B Holders		—		51,636,922		—		15	%		51,636,922		5.0	%		—		51,636,922		—		15	%		51,636,922		4.9	%
Class C Holders		—		—		78,163,078		23	%		781,630,780		75.1	%		15,632,616		—		78,163,078		27	%		797,263,396		75.5	%
Totals		206,918,816		51,636,922		78,163,078		100	%		1,040,186,518		100	%		222,551,432		51,636,922		78,163,078		100	%		1,055,819,134		100	%

	●	existing tax basis in certain assets of AST and certain of its direct or indirect Subsidiaries, including assets that will eventually be subject to depreciation or amortization, once placed in service, attributable to AST Common Units acquired by the Company from a TRA Holder (including AST Common Units held by a Blocker Corporation acquired by the Company in a Reorganization Transaction (as defined in the Tax Receivable Agreement)), each as determined at the time of the relevant acquisition;

	●	tax basis adjustments resulting from taxable exchanges of AST Common Units (including any such adjustments resulting from certain payments made by the Company under the Tax Receivable Agreement) acquired by the Company from a TRA Holder pursuant to the terms of the A&R Operating Agreement;

	●	tax deductions in respect of portions of certain payments made under the Tax Receivable Agreement; and

	●	certain tax attributes of Blocker Corporations holding AST Common Units that are acquired directly or indirectly by the Company pursuant to a Reorganization Transaction.

*in thousands^(a)*
Cash held in the Trust Account prior to redemptions	$	232,033
Less: Redemptions		(205	)
Proceeds of PIPE Investment		230,000
Less: Deferred underwriting commissions		(4,830	)
Contribution Amount	$	456,998

in actuals	Shares		Ownership %			Voting Rights		Voting %
Class A Common Stock^(a)		51,729,704		29	%		51,729,704		6	%
Class B Common Stock^(b)		51,636,922		28	%		51,636,922		6	%
Class C Common Stock^(c)		78,163,078		43	%		781,630,780		88	%
Total Shares at Closing		181,529,704		100	%		884,997,406		100	%

(a)	Excludes (i) 129,800,000 AST Common Units held by parties other than the Company outstanding immediately following the completion of the Business Combination, (ii) 6,100,000 private placement warrants outstanding and (iii) 11,500,000 public warrants outstanding. AST Common Units are redeemable for, at the Company’s election (subject to certain exceptions), either cash (based on the market price for a share of Class A Common Stock at the time of the redemption) or an equal number of shares of Class A Common Stock.
(b)	Class B Common Stock are non-economic and carry one vote per share whereas Class A Common Stock are economic shares and will have one vote per share.
(c)	Class C Common Stock are non-economic and, until the Sunset Date, will entitle the holder thereof to cast a number of votes on all matters on which stockholders are entitled to vote equal to the lesser of (x) 10 votes and (y) the Class C Share Voting Amount, whereas Class A Common Stock are economic shares and will have one vote per share. From and after the Sunset Date, Class C Common Stock will entitle the holder thereof to case one vote per share.