Item 1.01. Entry into a Material Definitive Agreement.





Stockholders' Agreement

On April 6, 2021, in connection with the completion of the Business Combination and as contemplated by the Equity Purchase Agreement, the Company, the AST Equityholders and Sponsor entered into a stockholders' agreement (the "Stockholders' Agreement"). The material terms of the Stockholders' Agreement are described in the section of the Proxy Statement beginning on page 126 titled "Proposal No. 1 - The Business Combination Proposal - Related Agreements - Stockholders' Agreement." Such description is qualified in its entirety by the full text of the Stockholders' Agreement, which is included as Exhibit 10.1 to this Current Report on Form 8-K (this "Report") and is incorporated herein by reference.





Sponsor Voting Agreement

On April 6, 2021, in connection with the completion of the Business Combination and as contemplated by the Equity Purchase Agreement, the Company and Sponsor entered into a sponsor voting agreement (the "Sponsor Voting Agreement"). The material terms of the Sponsor Voting Agreement are described in the section of the Proxy Statement beginning on page 128 titled "Proposal No. 1 - The Business Combination Proposal - Related Agreements - Sponsor Voting Agreement." Such description is qualified in its entirety by the full text of the Stockholders' Agreement, which is included as Exhibit 10.2 to this Report and is incorporated herein by reference.





Registration Rights Agreement

On April 6, 2021, in connection with the completion of the Business Combination and as contemplated by the Equity Purchase Agreement, the Company, the Existing AST Equityholders and Sponsor entered into a registration rights agreement (the "Registration Rights Agreement"). The material terms of the Registration Rights Agreement are described in the section of the Proxy Statement beginning on page 128 titled "Proposal No. 1 - The Business Combination Proposal - Related Agreements -Registration Rights Agreement." Such description is qualified in its entirety by the text of the Registration Rights Agreement, which is included as Exhibit 10.3 to this Report and is incorporated herein by reference.





Tax Receivable Agreement

On April 6, 2021, in connection with the completion of the Business Combination and as contemplated by the Equity Purchase Agreement, AST, the Existing AST Equityholders and Thomas Severson, as the TRA Holder Representative, entered into a tax receivable agreement (the "Tax Receivable Agreement"). The material terms of the Tax Receivable Agreement are described in the section of the Proxy Statement beginning on page 124 titled "Proposal No. 1 - The Business Combination Proposal - Related Agreements - Tax Receivable Agreement." Such description is qualified in its entirety by the text of the Tax Receivable . . .

Item 2.01. Completion of Acquisition or Disposition of Assets.

The information set forth in the "Introductory Note" above is incorporated into this Item 2.01 by reference. On April 1, 2021, the Business Combination was approved by the stockholders of NPA at the Special Meeting. The Business Combination was completed on April 6, 2021.

Consideration to NPA's Stockholders in the Business Combination

In connection with the Business Combination, holders of 8,460 shares of NPA Class A Common Stock exercised their right to redeem those shares for cash at an approximate price of $10.09 per share, for an aggregate of approximately $85,348, which was paid to such holders on the Closing Date. In addition, in connection with NPA's annual meeting of stockholders held on March 12, 2021 to approve, among other things, an amendment to its charter, holders of 11,836 shares of NPA Class A Common Stock exercised their right to redeem those shares for cash at an approximate price of $10.09 per share, for an aggregate of approximately $119,406.

Upon completion of the Business Combination, 5,750,000 shares of NPA Class B Common Stock held by Sponsor and other former holders of NPA Class B Common Stock converted into shares of NPA Class A Common Stock immediately prior to the Business Combination, which then converted into shares of Class A Common Stock at the closing of the Business Combination.

Consideration Payable to the Existing AST Equityholders in the Business Combination

The consideration paid to the Existing AST Equityholders in connection with the Business Combination consisted of: (i) 51,636,922 shares of Class B Common Stock issued to the Existing AST Equityholders (other than Avellan) and (ii) 78,163,078 shares of Class C Common Stock issued to Avellan.

The material terms and conditions of the Equity Purchase Agreement are described in the section entitled "Proposal No. 1 - The Business Combination Proposal" beginning on page 106 of the Proxy Statement, which are incorporated herein by reference.

Company Securities Outstanding Following the Business Combination

On the Closing Date, all of NPA's outstanding units separated into their component parts of one share of NPA Class A Common Stock and one half of one NPA Warrant. Immediately after the Business Combination, there were 51,729,704 shares of Class A Common Stock, Warrants to purchase 17,600,000 shares of Class A Common Stock (including 6,100,000 private placement warrants), 51,636,922 shares of Class B Common Stock and 78,163,078 shares of Class C Common Stock issued and outstanding. On the Closing Date, there were 129,800,000 AST Common Units outstanding (excluding AST Common Units held by the Company).













                              FORM 10 INFORMATION



Forward-Looking Statements

Some of the information contained in this Current Report on Form 8-K, or . . .

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On the Closing Date, all of NPA's outstanding units separated into their component parts of one share of Class A Common Stock and one half of one Warrant to purchase one share of Class A Common Stock and NPA's units ceased trading on Nasdaq.

Item 3.02 Unregistered Sales of Equity Securities.

On April 6, 2021, in connection with the completion of the Business Combination and as contemplated by the Equity Purchase Agreement and the Subscription Agreements, the Company made the following sales of unregistered securities, as further described in the disclosure set forth under the Introductory Note above:





  ? 23,000,000 shares of Class A common stock to the PIPE Investors for aggregate
    consideration of $230.0 million;

  ? 51,636,922 shares of Class B Common Stock to the Existing AST Equityholders
    (other than Avellan) for aggregate consideration of $5,164.00; and

  ? 78,163,078 shares of Class C Common Stock to Avellan for aggregate
    consideration of $7,817.00.

The AST Common Units are redeemable for shares of Class A Common Stock at the Company's election. Up to 136,333,767 shares of Class A Common Stock are issuable upon the redemption of the AST Common Units. The Company issued the foregoing securities in transactions not involving an underwriter and not requiring registration under Section 5 of the Securities Act of 1933, as amended, in reliance on the exemption afforded by Section 4(a)(2) thereof.

Item 3.03 Material Modification to Rights of Security Holders

On the Closing Date, in connection with the completion of the Business Combination, the Company's Certificate of Incorporation and Bylaws were amended and restated. Pursuant to the A&R Certificate of Incorporation, there are 1,225,000,000 shares authorized, of which 800,000,000 shares are shares of Class A Common Stock, par value $0.0001 per share, 200,000,000 shares are shares of Class B Common Stock, par value $0.0001 per share, 125,000,000 shares are shares of Class C Common Stock, par value $0.0001 per share, and 100,000,000 shares are shares of preferred stock, par value $0.0001 per share. The disclosure set forth in the sections titled "Description of NPA Securities" and "Description of SpaceMobile Securities" in the Proxy Statement is incorporated herein by reference.

The foregoing description of the A&R Certificate of Incorporation and Bylaws of the Company does not purport to be complete and is qualified in its entirety by the terms of the A&R Certificate of Incorporation and Bylaws of the Company, which are attached hereto as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.

The material terms of each of the A&R Certificate of Incorporation and the Bylaws and the general effect upon the rights of holders of the Company's capital stock are included in the Proxy Statement under the sections titled "Proposal No. 1 - The Business Combination Proposal - Related Agreements - A&R Certificate of Incorporation," "Proposal No. 1 - The Business Combination Proposal - Related Agreements - Anti-Takeover Effects of the A&R Certificate of Incorporation and the SpaceMobile Bylaws" and "Description of SpaceMobile Securities" beginning on pages 118, 120 and 239 of the Proxy Statement, respectively, which are incorporated herein by reference.

Item 5.01. Changes in Control of Registrant.

The information set forth under in the sections titled "Proposal No. 1 - The Business Combination Proposal" beginning on page 106 of the Proxy Statement and "Introductory Note" and Item 2.01 in this Current Report on Form 8-K is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Election of Directors and Appointment of Officers

On April 1, 2021 each of Abel Avellan, Tareq Amin, Adriana Cisneros, Alexander Coleman, Luke Ibbetson, Edward Knapp, Hiroshi Mikitani, Ronald Rubin, Richard Sarnoff, Thomas Severson and Julio A. Torres were elected as directors of the Company, with Abel Avellan appointed as chairman of the board, in each case, effective upon the completion of the Business Combination. Biographical information with respect to such directors is set forth in the section entitled "SpaceMobile Management After the Business Combination" beginning on page 201 of the Proxy Statement and is incorporated herein by reference.

On April 6, 2021, Abel Avellan and Thomas Severson were appointed to serve as the Company's Chief Executive Officer and Chief Financial Officer, respectively, in each case, effective upon the combination of the Business Combination. Biographical information with respect to such executive officers is set forth in the section entitled "SpaceMobile Management After the Business Combination" beginning on page 201 of the Proxy Statement is incorporated herein by reference.

On April 6, 2021, Brian Heller was appointed to serve as the Company's Executive Vice President, General Counsel and Secretary. Mr. Heller has over twenty years of public company experience. Mr. Heller joined AST as its Executive Vice President, General Counsel and Secretary in February 2021. Prior to joining AST, he served as General Counsel of Castle Brands Inc., a publicly-traded spirits company, from October 2008 until its sale to Pernod Ricard in October 2019, and as Senior Vice President - Business and Legal Affairs of Ladenburg Thalmann Financial Services, a publicly-traded financial services company, from April 2007 until its sale to a portfolio company of Reverence Capital Partners in May 2020. He joined Ladenburg from AOL Latin America, where he served as Associate General Counsel. Previously, Mr. Heller was a Partner in the Corporate and Intellectual Property Departments at the Steel Hector & Davis law firm (now Squire Patton Boggs) in Miami, Florida. Earlier in his career, he served as a law clerk to the Honorable James Lawrence King of the United States District Court for the Southern District of Florida. Mr. Heller received his J.D., cum laude, from Georgetown University Law Center, where he was Articles Editor of the Georgetown Law Journal, and his bachelor of science degree from Northwestern University.

On April 6, 2021, Rulfo Hernandez was appointed to serve as the Company's Chief Accounting Officer. Mr. Hernandez joined AST in February 2021 serving as Chief Accounting Officer. Prior to joining AST, Mr. Hernandez worked at Opko Health Inc., serving as its Chief Accounting Officer and Treasurer from July 2020 to February 2021 and as Controller from May 2014 to July 2020. Prior to joining Opko Health Inc. Mr. Hernandez served in various roles at Pricewaterhousecoopers LLP from January 2002 to May 2014. Mr. Hernandez received a Master's degree from H. Wayne Huizenenga School of Business and Entrepreneurship and his bachelor's degree from Andrés Bello Catholic University.

Departure of Directors and Certain Officers

Effective upon the Closing Date, each of Timothy Gannon, Daniel Ginsberg and Rick Mazer resigned as directors of the Company, and Abel Avellan replaced Alexander Coleman as chairman of the board of directors, although Mr. Coleman will continue as a director of the Company. Effective upon the Closing Date, each of Gary P. Smith and James Bradley resigned as executive officers of the Company.





2020 Incentive Award Plan

On April 1, 2021, the AST SpaceMobile, Inc. 2020 Incentive Award Plan (the "2020 Incentive Award Plan") became effective. The 2020 Incentive Award Plan was approved by NPA's stockholders at the Special Meeting on April 1, 2021. The purpose of the 2020 Incentive Award Plan is to promote the success and enhance the value of the Company and AST by attracting, retaining and motivating selected employees, consultants and directors of the Company and AST. The 2020 Incentive Award Plan provides for grants of stock-based compensation awards, including without limitation, non-qualified stock options, incentive stock options, stock appreciation rights, or SARs, restricted stock awards, restricted stock unit awards, incentive unit awards other stock or cash based awards and dividend equivalent awards. Employees, officers and consultants of the Company or any parent or affiliate, including AST, or any non-employee director of the Company's board of directors are eligible to receive awards under the 2020 Incentive Award Plan. The 2020 Incentive Award Plan is administered by the compensation committee of the Company's board of directors, referred to herein . . .

Item 5.06. Change in Shell Company Status.

As a result of the Business Combination, NPA ceased being a shell company. The material terms of the Business Combination are described in the section entitled "Proposal No. 1 - The Business Combination Proposal" beginning on page 106 of the Proxy Statement, in the information set forth under "Introductory Note" and in the information set forth under Item 2.01 in this Current Report on Form 8-K, each of which is incorporated herein by reference.




Item 8.01. Other Events.

AST is currently manufacturing, procuring and assembling the satellite componentry required for its BlueWalker 3 ("BW3") test satellite. During 2021, AST will be assembling and testing the BW3 satellite at its facilities. BW3 currently is targeted to launch late in the fourth quarter of 2021. However, the exact timing of such launch is contingent on a number of factors, including satisfactory and timely completion of construction and testing of BW3 and the availability of an appropriate launch window and vehicle from our launch provider. The launch of BW3 was scheduled to coincide with the launch of a primary payload from an unrelated entity. The primary payload from such unrelated entity is delayed, which may in turn delay the launch window for BW3. If AST is required to identify another launch vehicle and/or launch provider, AST may incur delays in such launch and may incur additional costs.

Item 9.01. Financial Statement and Exhibits.

The Securities and Exchange Commission has recently informally indicated that they may potentially require former special purpose acquisition companies, such as the Company, to classify their warrants as fair value liabilities. This treatment has not been reflected in the Company's historical financial statements or unaudited pro forma condensed combined financial information incorporated by reference herein.

(a) Financial statements of businesses acquired

The financial statements of the Company included in the Company's annual report on Form 10-K filed on March 1, 2021 are incorporated herein by reference.

The financial statements of AST as of December 31, 2020 and 2019 and for the years ended December 31, 2020 and 2019 set forth in Exhibit 99.1 to this Current Report on Form 8-K, are incorporated herein by reference.

(b) Pro Forma Financial Information

The information set forth in Exhibit 99.2 to this Current Report on Form 8-K, which includes the unaudited pro forma condensed combined financial information of the Company as of and for the year ended December 31, 2020, is incorporated herein by reference.













(d) Exhibits.



Exhibit No.   Document
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 from NPA's Form 8-K dated
              December 15, 2020)
3.1             Second Amended and Restated Certificate of Incorporation of AST
              SpaceMobile, Inc.
3.2             Bylaws of AST SpaceMobile, Inc.
4.1             Specimen Common Stock Certificate of AST SpaceMobile, Inc.
4.2             Specimen Warrant Certificate of AST SpaceMobile, Inc.
4.3             Warrant Agreement, dated September 13, 2019, between New
              Providence Acquisition Corp. and Continental Stock Transfer & Trust
              Company, as warrant agent (incorporated by reference from NPA's Form
              8-K dated September 16, 2019)
10.1*           Stockholders' Agreement, dated as of April 6, 2021, by and among
              AST SpaceMobile, Inc., Abel Avellan, Invesat LLC, Vodafone Ventures
              Limited, Rakuten Mobile USA Service Inc., ATC TRS II LLC and New
              Providence Management LLC
10.2*           Sponsor Voting Agreement, dated as of April 6, 2021, by and among
              AST SpaceMobile, Inc. and New Providence Management LLC
10.3*           Registration Rights Agreement, dated as of April 6, 2021, by and
              among AST SpaceMobile, Inc., Abel Avellan, Invesat LLC, Vodafone
              Ventures Limited, Rakuten Mobile USA Service Inc., ATC TRS II LLC
              and New Providence Management LLC
10.4*           Tax Receivable Agreement, dated as of April 6, 2021, by and among
              AST SpaceMobile, Inc., AST & Science, LLC, Thomas Severson, as TRA
              Holder Representative, and the TRA Holders named therein
10.5*           Fifth Amended and Restated Operating Agreement of AST & Science,
              LLC
10.6†           AST SpaceMobile, Inc. 2020 Incentive Award Plan
10.7†           AST SpaceMobile, Inc. 2020 Incentive Award Plan - Form of Stock
              Option Agreement
10.8†           AST SpaceMobile, Inc. 2020 Incentive Award Plan - Form of
              Restricted Stock Unit Agreement
10.9†           AST SpaceMobile, Inc. 2020 Employee Stock Purchase Plan
10.10†          Form of Director and Officer Indemnification Agreement
10.11†          Non-Employee Director Compensation Policy
10.12†          Offer Letter between AST & Science, LLC and Abel Avellan
10.13†          Offer Letter between AST & Science, LLC and Thomas Severson
10.14†          Offer Letter between AST & Science, LLC and Rulfo Hernandez
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.
10.16*          Letter Agreement, dated as of December 15, 2020, by and between
              AST & Science, LLC and Vodafone Ventures Limited
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
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.
10.19*          Patent and Know-How License Agreement, dated June 21, 2019, by and
              between SRS Space Limited and AST & Science, LLC
10.20*          Launch Services Contract, dated July 17, 2020, by and between AST
              & Science, LLC and Joint Stock Company "GK Launch Services"
10.21*          Design and Manufacturing Agreement, dated September 23, 2020, by
              and between Dialog Semiconductor Operations Services Limited and AST
              & Science LLC
10.22*          Sublease Agreement, dated November 13, 2018, by and between the
              Midland Development Corporation and AST & Science, LLC
21.1            List of subsidiaries
99.1            Audited consolidated financial statements of AST as of December
              31, 2020 and 2019 and for the years ended December 31, 2020, 2019
              and 2018
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.

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