ASTS 10-K Annual Report Dec. 31, 2022 | Alphaminr
AST SpaceMobile, Inc.
ALPHAMINR

ASTS 10-K Fiscal year ended Dec. 31, 2022

Balance Sheet
Cash Flow
Income Statement
Debt
TABLE OF CONTENTS
Part IprintItem 1. BusinessprintItem 1A. Risk FactorsprintItem 1B. Unresolved Staff CommentsprintItem 2. PropertiesprintItem 3. Legal ProceedingsprintItem 4. Mine Safety DisclosuresprintPart IIprintItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesprintItem 6. ReservedprintItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsprintItem 7A. Quantitative and Qualitative Disclosures About Market RiskprintItem 8. Financial Statements and Supplementary DataprintItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureprintItem 9A. Controls and ProceduresprintItem 9B. Other InformationprintItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsprintPart IIIprintItem 10. Directors, Executive Officers and Corporate GovernanceprintItem 11. Executive CompensationprintItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersprintItem 13. Certain Relationships and Related Transactions, and Director IndependenceprintItem 14. Principal Accounting Fees and ServicesprintItem 15. Exhibits, Financial Statement SchedulesprintNote 16 FoprintItem 16. Form 10-k Summaryprint

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 Exhibit 4.1 to the registrants 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 Employment Agreement between AST SpaceMobile, Inc., AST & Science, LLC and Sean Wallace (incorporated by reference to Exhibit 10.1 to the registrants Current Report on Form 8-K filed with the SEC on April 29, 2022) 10.14 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). 10.15 Consulting Agreement, dated as of May 16, 2022 (incorporated by reference to Exhibit 10.2 to the registrants Quarterly Report on Form 10-Q filed with the SEC on May 16, 2022). 10.16 Letter Agreement between AST SpaceMobile, Inc. and Brian Heller (incorporated by reference to Exhibit 10.14 to the registrants Annual Report on Form 10-K filed with the SEC on March 31, 2022). 10.17 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). 10.18 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). 10.19 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). 10.20 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). 10.21 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). 10.22 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). 10.23 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). 10.24 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). 10.25 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) 10.26 Common Stock Purchase Agreement, dated as of May 6, 2022, between AST SpaceMobile, Inc. and B. Riley Principal Capital, LLC (Incorporated by reference to Exhibit 10.1 to the Companys Form 8-K filed with the SEC on May 6, 2022) 10.27 Registration Rights Agreement, dated as of May 6, 2022, between AST SpaceMobile, Inc. and B. Riley Principal Capital, LLC (Incorporated by reference to Exhibit 10.2 to the Companys Form 8-K filed with the SEC on May 6, 2022) 10.28 Equity Distribution Agreement dated as of September 8, 2022 between AST Spacemobile, Inc., AST & Science, LLC, Evercore Group L.L.C. and B. Riley Securities, Inc. (Incorporated by reference to Exhibit 1.1 to the Company's Form 8-K filed with the SEC on September 9, 2022) 21.1* List of subsidiaries of AST SpaceMobile, Inc. 23.1* Consent of Independent Registered Public Accounting Firm (KPMG 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.