0001104659-21-051552.txt : 20210416 0001104659-21-051552.hdr.sgml : 20210416 20210416214940 ACCESSION NUMBER: 0001104659-21-051552 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210406 FILED AS OF DATE: 20210416 DATE AS OF CHANGE: 20210416 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CISNEROS GUSTAVO A CENTRAL INDEX KEY: 0001034114 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39040 FILM NUMBER: 21832951 MAIL ADDRESS: STREET 1: FINSER CORP STREET 2: 550 BILTMORE WAY CITY: CORAL GABLES STATE: FL ZIP: 33134 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Invesat LLC CENTRAL INDEX KEY: 0001855707 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39040 FILM NUMBER: 21832950 BUSINESS ADDRESS: STREET 1: 700 NW 1ST AVENUE STREET 2: SUITE 1700 CITY: MIAMI STATE: FL ZIP: 33136 BUSINESS PHONE: 305-442-3400 MAIL ADDRESS: STREET 1: 700 NW 1ST AVENUE STREET 2: SUITE 1700 CITY: MIAMI STATE: FL ZIP: 33136 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AST SpaceMobile, Inc. CENTRAL INDEX KEY: 0001780312 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 6500 RIVERPLACE BOULEVARD CITY: AUSTIN STATE: TX ZIP: 78730 BUSINESS PHONE: 9179694834 MAIL ADDRESS: STREET 1: 6500 RIVERPLACE BOULEVARD CITY: AUSTIN STATE: TX ZIP: 78730 FORMER COMPANY: FORMER CONFORMED NAME: New Providence Acquisition Corp. DATE OF NAME CHANGE: 20190620 3 1 tm2112493d2_3.xml OWNERSHIP DOCUMENT X0206 3 2021-04-06 0 0001780312 AST SpaceMobile, Inc. ASTS 0001034114 CISNEROS GUSTAVO A C/O CISNEROS GROUP OF COMPANIES 700 NW 1ST AVENUE, SUITE 1700 MIAMI FL 33136 0 0 1 0 0001855707 Invesat LLC C/O CISNEROS GROUP OF COMPANIES 700 NW 1ST AVENUE, SUITE 1700 MIAMI FL 33136 0 0 1 0 Class A Common Stock 200000 D Class A Common Stock 45900 I By Trust Class A Common Stock 18840 I By Trust Class B Common Stock 9932541 D Call Option Contracts 20 2021-08-20 Class A Common Stock 13000 I By Trust Warrants 11.50 Class A Common Stock 22950 I By Trust Warrants 11.50 Class A Common Stock 9420 I By Trust AST Common Units Class A Common Stock 9932541 D AST Incentive Equity Options 0.0642 2029-04-17 AST Common Units 319033 D Pursuant to that certain Subscription Agreement, dated as of December 15, 2020, between the Issuer and Invesat LLC, Invesat LLC acquired 200,000 shares of Class A common stock of the Issuer for an aggregate purchase price of $2,000,000, as an investor in the private investment in public equity investment (a "PIPE Investment") in the Issuer occurring substantially concurrently with the closing (the "Closing") of the business combination between New Providence Acquisition Corp. and AST & Science, LLC ("AST") on April 6, 2021. The securities reported in this line item are held directly by Invesat LLC and held indirectly, through the 2014 Scesaplana I Trust, a revocable trust established for the benefit of the family of Gustavo A. Cisneros (the "Trust"), by Gustavo A. Cisneros, who is the ultimate control person of Invesat LLC. Gustavo A. Cisneros is the settlor of the Trust, has the right to revoke the Trust without the consent of another person and shares investment and dispositive power over the Issuer's securities held by the Trust. Acklinton Investments LLC, a Delaware limited liability company indirectly owned through the Trust by Gustavo A. Cisneros ("Acklinton"), purchased 45,900 units of New Providence Acquisition Corp. ("NPA Units") on January 4, 2021 at a price of $13.07 per NPA Unit. Each NPA Unit consists of one share of Class A common stock of the Issuer and one-half of one warrant to purchase one share of Class A common stock of the Issuer (each whole warrant, a "Warrant"). The securities reported in this line item represent the Class A common stock of the Issuer underlying such NPA Units. Acklinton disclaims pecuniary interest in, and beneficial ownership of, the securities of the Issuer held by Invesat LLC and this report shall not be deemed an admission that Acklinton is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Invesat LLC disclaims pecuniary interest in, and beneficial ownership of, the securities in this line item and this report shall not be deemed an admission that Invesat LLC is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Acklinton purchased 18,840 NPA Units on January 29, 2021 at a price of $13.53 per NPA Unit. The Class A common stock reported in this line item represents the Class A common stock of the Issuer underlying such NPA Units. In connection with the Closing, pursuant to the terms of the Fifth Amended & Restated Limited Liability Company Operating Agreement of AST & Science, LLC, dated as of April 6, 2021, by and among AST, the Issuer, as the managing member of AST and the other members of AST (the "A&R Operating Agreement"), each existing limited liability company common unit previously issued by AST was reclassified and reissued by AST into new "Common Units" of AST (the "AST Common Units") on a 1-to-14.50149869 basis. In addition, each equityholder of Common Units received an equivalent number of shares of non-economic Class B common stock or Class C common stock of the Issuer, as applicable. On February 12, 2021, Acklinton acquired, for an aggregate amount of $107,120, call options to purchase from the Issuer up to 13,000 shares of Class A common stock of the Issuer at a strike price of $20 per share. The Warrants reported herein represent the Warrants underlying the 45,900 NPA Units purchased by Acklinton on January 4, 2021. Each Warrant is exercisable at an exercise price of $11.50 per share of Class A common stock of the Issuer, subject to certain anti-dilution adjustments. The Warrants will become exercisable on the later of (i) 30 days after the completion of the Closing and (ii) 12 months following the closing of the initial public offering, and the Warrants will expire five years after the Closing or earlier upon redemption or liquidation, in each case, as described under the heading "The Offering--Redeemable Warrants" in the Issuer's Registration Statement on Form S-1 (File No. 333-233449) filed with the Securities and Exchange Commission on September 12, 2019 (the "Registration Statement"). The Warrants reported herein represent the Warrants underlying the 18,840 NPA Units purchased by Acklinton on January 29, 2021. Each Warrant is exercisable at an exercise price of $11.50 per share of Class A common stock of the Issuer, subject to certain anti-dilution adjustments. The Warrants will become exercisable on the later of (i) 30 days after the completion of the Closing and (ii) 12 months following the closing of the initial public offering, and the Warrants will expire five years after the Closing or earlier upon redemption or liquidation, in each case, as described under the heading "The Offering--Redeemable Warrants" in the Registration Statement. The securities reported in this line item represent AST Common Units. At any time on or after April 6, 2022, these AST Common Units may be redeemed by the Reporting Person in exchange for shares of Class A common stock of the Issuer on a one-to-one basis. When a holder of Class B common stock of the Issuer exchanges AST Common Units for shares of Class A common stock of the Issuer, a number of shares of Class B common stock of the Issuer equal to the number of such AST Common Units will be immediately retired by the Issuer and will no longer be outstanding. The AST Common Units do not expire. Each AST Incentive Equity Option will continue to be subject to the terms of the AST Incentive Plan and the applicable award agreement evidencing such AST Incentive Equity Option, and will further be subject in all respects to the terms and conditions of the A&R Operating Agreement. The securities reported in this line item are vested and are exercisable for Incentive Equity Units in AST, each of which is then redeemable for one share of Class A common stock of the Issuer on the 24-month anniversary of the Closing, subject to the Issuer's discretion to allow Invesat LLC to exchange such securities for AST Common Units at an earlier time. The Issuer has agreed to exercise its discretion to allow Invesat LLC to exchange such securities for AST Common Units at any time following the twelve-month anniversary of the Closing. In connection with the Closing (as defined in note 1 of the Form 3), the Issuer, Invesat LLC, Abel Avellan, Vodafone Ventures Limited, Rakuten Mobile USA Service Inc., ATC TRS II LLC and New Providence Management LLC (collectively, the "Stockholder Parties") entered into a Stockholders' Agreement (the "Stockholders' Agreement"). Under the Stockholders' Agreement, the Stockholder Parties have agreed, among other things, to vote together on certain matters relating to the Issuer and to certain other matters relating to the Class A common stock of the Issuer. By virtue of the Stockholders' Agreement, the Reporting Persons and the other persons party thereto may each be deemed to be a member of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that beneficially owns more than 10% of the outstanding shares of Class A common stock of the Issuer. However, the filing of this Form 3 shall not be deemed an admission that the Reporting Persons and such other persons are members of any such group. The Reporting Persons expressly disclaim beneficial ownership of the securities beneficially owned by the other group members. Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 3 except to the extent of its or his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. /s/ Gustavo A. Cisneros 2021-04-16 /s/ Eduardo L. Hernandez, Attorney-in-Fact 2021-04-16