AST SpaceMobile Files 8-K: Material Definitive Agreement
Ticker: ASTS · Form: 8-K · Filed: Feb 7, 2025 · CIK: 1780312
Sentiment: neutral
Topics: material-definitive-agreement
TL;DR
AST SpaceMobile signed a big deal on Feb 5th, details TBD.
AI Summary
On February 5, 2025, AST SpaceMobile, Inc. entered into a Material Definitive Agreement. The filing does not provide specific details on the agreement's nature or any associated dollar amounts, but it indicates a significant event for the company.
Why It Matters
This filing signals a significant development for AST SpaceMobile, Inc., potentially impacting its strategic direction and future operations.
Risk Assessment
Risk Level: medium — The filing indicates a material definitive agreement, which could be significant, but lacks specific details, creating uncertainty.
Key Players & Entities
- AST SpaceMobile, Inc. (company) — Registrant
- February 5, 2025 (date) — Date of earliest event reported
- Delaware (jurisdiction) — State of incorporation
- 001-39040 (identifier) — Commission File Number
- 84-2027232 (identifier) — I.R.S. Employer Identification No.
- Midland International Air & Space Port (location) — Address of Principal Executive Offices
- Texas (location) — State of Principal Executive Offices
- 79706 (zip_code) — Zip Code of Principal Executive Offices
- (432) 276-3966 (phone_number) — Registrant's telephone number
FAQ
What type of Material Definitive Agreement did AST SpaceMobile, Inc. enter into?
The filing states that AST SpaceMobile, Inc. entered into a Material Definitive Agreement on February 5, 2025, but does not specify the nature of the agreement.
Are there any financial terms or dollar amounts associated with this agreement mentioned in the filing?
No, the filing does not disclose any specific financial terms or dollar amounts related to the Material Definitive Agreement.
When was the earliest event reported in this 8-K filing?
The earliest event reported in this 8-K filing occurred on February 5, 2025.
What is AST SpaceMobile, Inc.'s principal executive office address?
AST SpaceMobile, Inc.'s principal executive office is located at Midland International Air & Space Port, 2901 Enterprise Lane, Midland, Texas 79706.
What is the Commission File Number for AST SpaceMobile, Inc.?
The Commission File Number for AST SpaceMobile, Inc. is 001-39040.
Filing Stats: 810 words · 3 min read · ~3 pages · Grade level 12.4 · Accepted 2025-02-07 08:30:26
Key Financial Figures
- $0.0001 — tered Class A common stock, par value $0.0001 per share ASTS The Nasdaq Stock Mar
Filing Documents
- form8-k.htm (8-K) — 37KB
- ex10-1.htm (EX-10.1) — 49KB
- 0001493152-25-005306.txt ( ) — 265KB
- asts-20250205.xsd (EX-101.SCH) — 3KB
- asts-20250205_lab.xml (EX-101.LAB) — 33KB
- asts-20250205_pre.xml (EX-101.PRE) — 24KB
- form8-k_htm.xml (XML) — 4KB
From the Filing
UNITED 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): February 5, 2025 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) (I.R.S. Employer Identification No.) Midland International 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) N/A (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 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 1.01. Entry into a Material Definitive Agreement. As previously disclosed, on October 10, 2024, Rakuten Mobile USA Service Inc. ("RMUSA"), a party to the Amended and Restated Stockholders' Agreement of AST SpaceMobile, Inc. (the "Company"), dated as of June 5, 2024 (the "Stockholders' Agreement"), and subsidiary of Rakuten Mobile, Inc. ("Rakuten"), completed a blocker merger with subsidiaries of the Company, pursuant to which Rakuten became the owner of the economic interests in the Company previously held by RMUSA and the separate corporate existence of RMUSA ceased. In accordance with the terms of the Stockholders' Agreement, on October 10, 2024, RMUSA assigned all of its rights and obligations under the Stockholders' Agreement to Rakuten as a Permitted Transferee (as defined in the Stockholders' Agreement) and Rakuten executed a joinder agreement to join as a party to the Stockholders' Agreement. In connection with the foregoing, on February 5, 2025, Rakuten and the parties to the Stockholders' Agreement, entered into the First Amendment to Amended and Restated Stockholders' Agreement (the "Amendment"). The Amendment provides that: (1) Rakuten shall assume all rights and obligations of RMUSA under the Stockholders' Agreement, (2) the number of directors of the board of directors of the Company (the "Board") that Rakuten may designate to be appointed to the Board shall be decreased from two directors to one director, (3) Rakuten shall have the right to appoint one observer to the Board and (4) the size of the Board shall be decreased from 13 directors to 12 directors. The Amendment also changes: (a) the definition of "Sunset Date" to conform to previous disclosure related to such definition and (b) provisions related to removal of directors to clarify that such removal shall occur upon a vote of the stockholders of the Company. On February 4, 2025, the Board resolved to reduce the size of the Board from 13 directors to 12 directors (the "Resolution") in order to eliminate the vacant seat on the Board that Rakuten previously had the right to designate. The Amendment and Resolution do not result in any change to the current constituency of the Board. The description of the Amendment contained in this Item 1.01 does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference. Item 9.01. Financial Statement and Exhibits. (d) Exhibits 10.1 First Amendment to Amended and Restated Stockholders' Agreement, dated as of February 5, 2025, by and among the Company, Abel Avellan, Antares Technologies LLC, Vodafone Ventures Limited, Rakuten Mobile, Inc., ATC TRS II LLC and AT&T Venture Investments, LLC 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE Pursuant to the requirements of the Securities Ex