ASTS 10-K Annual Report Dec. 31, 2021 | Alphaminr
AST SpaceMobile, Inc.

ASTS 10-K Fiscal year ended Dec. 31, 2021

Name: AST SpaceMobile, Inc. <br /> CIK: 1780312 <br /> Filing Type: 10-K/A <br /> Report Date: 2021-12-31 <br /> Download URL: https://www.sec.gov/Archives/edgar/data/1780312/000095017022005980/asts-20211231.htm <br />
TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. ReservedItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 1a-risk FactorsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesItem 15. Exhibits, Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

3.1 Second Amended and Restated Certificate of Incorporation of AST SpaceMobile, Inc. (incorporated by reference to Exhibit 3.1 to the registrants 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 registrants Current Report on Form 8-K filed with the SEC on April 12, 2021). 4.1* Description of Registrants Securities. 4.2 Specimen Common Stock Certificate of the Registrant (incorporated by reference to Exhibit 4.1 to the registrants Current Report on Form 8-K filed with the SEC on April 12, 2021). 4.3 Specimen Warrant Certificate of the Registrant (incorporated by reference to Exhibit 4.2 to the registrants Current Report on Form 8-K filed with the SEC on April 12, 2021). 4.4 Warrant Agreement, dated September 13, 2019, between Continental Stock Transfer Trust Company and New Providence Acquisition Corp. (incorporated by reference to the registrants 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 registrants 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 registrants 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 registrants 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 registrants 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 registrants 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 registrants 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 registrants 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 registrants 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 registrants 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 registrants 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 registrants 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 registrants 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 registrants Current Report on Form 8-K filed with the SEC on April 12, 2021). 10.14* Letter Agreement between AST SpaceMobile, Inc. and Brian Heller. 10.15 Offer Letter, dated as of September 14, 2021, between AST Science LLC and Shanti Gupta (incorporated by reference to Exhibit 10.1 to the registrants Quarterly Report on Form 10-Q filed with the SEC on November 15, 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 registrants 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 registrants 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 registrants 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 registrants 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 registrants Current Report on Form 8-K filed with the SEC on April 12, 2021). 10.20 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 registrants Current Report on Form 8-K filed with the SEC on April 12, 2021). 10.21 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 registrants Current Report on Form 8-K filed with the SEC on April 12, 2021). 10.22 Subscription Agreement, by and between New Providence Acquisition Corp. and the undersigned subscriber partythereto (incorporated by reference to Exhibit 10.1 to the registrants Current Report on Form 8-K filed with the SECon December 16, 2020) 10.23 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 registrants Current Report on Form 8-K filed with the SEC on April 12, 2021). 10.24 Launch Services Agreement, dated as of September 20, 2021, between AST Science LLC and Joint Stock Company GK Launch Services (incorporated by reference to Exhibit 10.1 to the registrants Current Report on Form 8-K filed with the SEC on September 24, 2021).] 10.25 Launch Agreement, dated as of July 23, 2021, between AST Science LLC and Space Exploration Technologies Corp. (SpaceX) (incorporated by reference to Exhibit 10.1 to the registrants Current Report on Form 8-K filed with the SEC on July 29, 2021). 10.26 Launch Services - Multi Launch Agreement, dated as of March 3, 2022, between AST Science LLC and Space Exploration Technologies Corp. (SpaceX) (incorporated by reference to Exhibit 10.1 to the registrants Current Report on Form 8-K filed with the SEC on March 9, 2022). 21.1* List of subsidiaries of AST SpaceMobile, Inc. 23.1* Consent of Independent Registered Public Accounting Firm (KPMG LLP). 23.2* Consent of Independent Registered Public Accounting Firm (BDO USA, LLP). 31.1* Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Chief Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1* Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2* Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.