AST SpaceMobile, Inc 8-K, filed May 29, 2024
AST SpaceMobile, Inc. (ASTS)
About this 8-K
AST SpaceMobile, Inc filed this 8-K on May 29, 2024, reporting on events of May 23, 2024.
Items reported
- Item 3.02: Unregistered sale of equity
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 3.02. Unregistered Sales of Equity Securities.
Item 8.01. Other Events.
On May 23, 2024, the Company and Verizon Communications, Inc. (“Verizon”) entered into a Convertible Note and Memorandum of Understanding for an investment and commercial prepayment commitment totaling $100.0 million.
Verizon Convertible Note
On January 16, 2024, the Company entered into a Convertible Security Investment Agreement (the “Investment Agreement”) with AT&T Venture Investments, LLC, Google LLC and Vodafone Ventures Limited. Pursuant to the Investment Agreement the Company issued $110.0 million of convertible notes (the “Convertible Notes”). The terms of the Investment Agreement and the Convertible Notes are described in the Company’s Form 8-K filed with the SEC on January 18, 2024.
On
May 23, 2024, Verizon Ventures LLC, a Delaware limited liability company (“Verizon Ventures”), became a party to the
Investment Agreement and agreed to purchase, and the Company agreed to issue, a subordinated convertible note to Verizon for an aggregate
principal amount of $35.0 million (such note, the “Verizon Convertible Note” and such investment, the “Verizon Investment”).
The Verizon Convertible Note has the same terms as the Convertible Notes except that the Verizon Convertible Note will bear interest
only from its date of issuance. The Verizon Convertible Note was issued on the closing date (May 28, 2024)
to Verizon in a private placement transaction exempt from the registration requirements of the Securities Act. The offer and sale of
the Verizon Convertible Note is not registered under the Securities Act and may not be offered or sold absent registration or
an applicable exemption from registration. As previously disclosed, the Investment Agreement contains customary representations, warranties,
covenants, events of default and acceleration provisions.
In
connection with the Verizon Investment, Verizon Ventures executed a joinder to become a party to the Investor and Registration
Rights Agreement, dated as of January 22, 2024 by and among the Company and the other parties named therein (the “Investor and
Registration Rights Agreement”). The terms of the Investor and Registration Rights Agreement were previously disclosed in the Company’s
Form 8-K filed with the SEC on January 18, 2024.
The Investment Agreement and form of Investor and Registration Rights Agreement were filed on the Company’s Form 8-K filed with the SEC on January 18, 2024 and are incorporated by reference herein in their entirety by being filed hereto as Exhibits 10.1 and 10.2.
Verizon Memorandum of Understanding
On May 23, 2024, in connection with the Verizon Investment, Cellco Partnership, a Delaware general partnership doing business as Verizon Wireless, on behalf of itself and its controlled and/or managed affiliates (“Verizon Wireless”), entered into a Memorandum of Understanding with AST & Science LLC (“AST LLC”) and the Company (the “MOU”). The MOU provides, among other things, that Verizon Wireless will make (i) an initial $20.0 million commercial payment for prepaid service revenue, creditable against future service revenue of AST LLC and (ii) a second $45.0 million commercial payment for prepaid service revenue, creditable against future service revenue of AST LLC, subject to the Company receiving certain regulatory approvals for its SpaceMobile Service and entry into a definitive commercial agreement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
Description | |
| 10.1 | Convertible Security Investment Agreement (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 18, 2024 and incorporated herein by reference). | |
| 10.2 | Form of Investor and Registration Rights Agreement (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on January 18, 2024 and incorporated herein by reference). | |
| 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: May 29, 2024 | ||
| AST SPACEMOBILE, INC. | ||
| By: | /s/ Andrew M. Johnson | |
| Name: | Andrew M. Johnson | |
| Title: | Chief Legal Officer | |