SC 13G/A 1 ff822615_13ga-ast.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)


AST SpaceMobile, Inc.
(f/k/a New Providence Acquisition Corp.)
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
00217D100
(CUSIP Number)

December 31, 2021
(Date of Event which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




CUSIP No. 00217D100
13G

1
NAMES OF REPORTING PERSONS
 
 
 
EJF Capital LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
 0
 
 
 
 
6
SHARED VOTING POWER
 
 
 0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 0
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
 0%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 
IA
 
 
 
 




CUSIP No. 00217D100
13G

1
NAMES OF REPORTING PERSONS
 
 
 
Emanuel J. Friedman
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
United States
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
 0
 
 
 
 
6
SHARED VOTING POWER
 
 
 0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 0
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
 0%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 IN
 
 
 
 

 


CUSIP No. 00217D100
13G

1
NAMES OF REPORTING PERSONS
 
 
 
EJF Debt Opportunities Master Fund, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
 0
 
 
 
 
6
SHARED VOTING POWER
 
 
 0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 0
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
 0%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 PN
 
 
 
 

 


CUSIP No. 00217D100
13G

1
NAMES OF REPORTING PERSONS
 
 
 
EJF Debt Opportunities GP, LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
 0
 
 
 
 
6
SHARED VOTING POWER
 
 
 0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 0
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
 0%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 OO
 
 
 
 

 


CUSIP No. 00217D100
13G

1
NAMES OF REPORTING PERSONS
 
 
 
EJF Debt Opportunities Master Fund II, LP
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
 0
 
 
 
 
6
SHARED VOTING POWER
 
 
 0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 0
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
 0%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 PN
 
 
 
 

 


CUSIP No. 00217D100
13G

1
NAMES OF REPORTING PERSONS
 
 
 
EJF Debt Opportunities II GP, LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
 0
 
 
 
 
6
SHARED VOTING POWER
 
 
 0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 0
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
 0%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 OO
 
 
 
 

 




Item 1. (a)
Name of Issuer
 
AST SpaceMobile, Inc. (formerly known as, New Providence Acquisition Corp.)
 
Item 1. (b)
Address of Issuer’s Principal Executive Offices
 
Midland Intl. Air & Space Port
2901 Enterprise Lane
Midland, TX 79706
 
Item 2. (a)
Name of Person Filing
 
This Amendment No. 2 to Schedule 13G is being filed on behalf of the following persons (the “Reporting Persons”)*:
 
(i)
EJF Capital LLC;
(ii)
Emanuel J. Friedman;
(iii)
EJF Debt Opportunities Master Fund, L.P.;
(iv)
EJF Debt Opportunities GP, LLC;
(v)
EJF Debt Opportunities Master Fund II, LP; and
(vi)
EJF Debt Opportunities II GP, LLC
 
*Attached as Exhibit A is a copy of an agreement among the Reporting Persons that this Amendment No. 2 to Schedule 13G is being filed on behalf of each of them.
 
Item 2. (b)
Address of Principal Business Office or, if None, Residence
 
The address of the principal business office of each Reporting Person is:
 
2107 Wilson Boulevard
Suite 410
Arlington, VA 22201
 
 Item 2. (c)
Citizenship
 
See Item 4 of the attached cover pages.
 
Item 2. (d)
Title of Class of Securities
 
Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”)
 
Item 2. (e) 
CUSIP Number
 
00217D100
 
 
 
Item 3.
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
 
Not Applicable.

 










Item 4.
Ownership

(a)
Amount beneficially owned:
 
 
See Item 9 of the attached cover pages.
 
(b)
Percent of class:
 
 
See Item 11 of the attached cover pages.
   
(c)
Number of shares as to which such person has:
 
 
(i)
Sole power to vote or to direct the vote:
 
   
See Item 5 of the attached cover pages.
 
 
(ii)
Shared power to vote or to direct the vote:
 
   
See Item 6 of the attached cover pages.
 
 
(iii)
Sole power to dispose or to direct the disposition:
 
   
See Item 7 of the attached cover pages.
 
 
(iv)
Shared power to dispose or to direct the disposition:
 
   
See Item 8 of the attached cover pages.


Item 5.
Ownership of Five Percent or Less of a Class
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person
 
Not Applicable.
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
 
Not Applicable.
 
Item 8.
Identification and Classification of Members of the Group
 
Not Applicable.
 
Item 9.
Notice of Dissolution of Group
   
Not Applicable.





Item 10.
Certification
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.



SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  February 25, 2022
 
 
EJF CAPITAL LLC
 
  
 
By:
 /s/ David Bell
  
 
Name:
 David Bell
  
 
Title:
General Counsel
  
       
       
 
EMANUEL J. FRIEDMAN
 
  
 
By:
 /s/ Emanuel J. Friedman
  
 
Name:
 Emanuel J. Friedman
  
       
       
 
EJF DEBT OPPORTUNITIES MASTER FUND, L.P.
 
  
 
By:
Its:
EJF DEBT OPPORTUNITIES GP, LLC
General Partner
 
  
 
By:
Its:
EJF CAPITAL LLC
Manager and Sole Member
 
  
 
By:
 /s/ David Bell
  
 
Name:
David Bell
  
 
Title:
General Counsel
  
       
       
 
EJF DEBT OPPORTUNITIES GP, LLC
 
  
 
By:
Its:
EJF CAPITAL LLC
Manager and Sole Member
 
  
 
By:
 /s/ David Bell
  
 
Name:
David Bell
  
 
Title:
General Counsel
  
       








       
 
EJF DEBT OPPORTUNITIES MASTER FUND II, LP
 
  
 
By:
Its:
EJF DEBT OPPORTUNITIES II GP, LLC
General Partner
 
  
 
By:
Its:
EJF CAPITAL LLC
Manager and Sole Member
 
  
 
By:
 /s/ David Bell
  
 
Name:
David Bell
  
 
Title:
General Counsel
  
       
       
 
EJF DEBT OPPORTUNITIES II GP, LLC
 
  
 
By:
Its:
EJF CAPITAL LLC
Manager and Sole Member
 
  
 
By:
 /s/ David Bell
  
 
Name:
David Bell
  
 
Title:
General Counsel
  
 
 




EXHIBIT A

The undersigned, EJF Capital LLC, a Delaware limited liability company, Emanuel J. Friedman, EJF Debt Opportunities Master Fund, L.P., an exempted limited partnership organized under the laws of the Cayman Islands, EJF Debt Opportunities GP, LLC, a Delaware limited liability company, EJF Debt Opportunities Master Fund II, LP, an exempted limited partnership organized under the laws of the Cayman Islands, and EJF Debt Opportunities II GP, LLC, a Delaware limited liability company, hereby agree and acknowledge that the information required by this Amendment No. 2 to Schedule 13G, to which this Agreement is attached as an exhibit, is filed on behalf of each of them.  The undersigned further agree that any further amendments or supplements thereto shall also be filed on behalf of each of them.
 
Dated:  February 25, 2022
 
 
EJF CAPITAL LLC
 
  
 
By:
 /s/ David Bell
  
 
Name:
 David Bell
  
 
Title:
General Counsel
  
       
       
 
EMANUEL J. FRIEDMAN
 
  
 
By:
 /s/ Emanuel J. Friedman
  
 
Name:
 Emanuel J. Friedman
  
       
       
 
EJF DEBT OPPORTUNITIES MASTER FUND, L.P.
 
  
 
By:
Its:
EJF DEBT OPPORTUNITIES GP, LLC
General Partner
 
  
 
By:
Its:
EJF CAPITAL LLC
Manager and Sole Member
 
  
 
By:
 /s/ David Bell
  
 
Name:
David Bell
  
 
Title:
General Counsel
  
       
       
 
EJF DEBT OPPORTUNITIES GP, LLC
 
  
 
By:
Its:
EJF CAPITAL LLC
Manager and Sole Member
 
  
 
By:
 /s/ David Bell
  
 
Name:
David Bell
  
 
Title:
General Counsel
  
       








       
 
EJF DEBT OPPORTUNITIES MASTER FUND II, LP
 
  
 
By:
Its:
EJF DEBT OPPORTUNITIES II GP, LLC
General Partner
 
  
 
By:
Its:
EJF CAPITAL LLC
Manager and Sole Member
 
  
 
By:
 /s/ David Bell
  
 
Name:
David Bell
  
 
Title:
General Counsel
  
       
       
 
EJF DEBT OPPORTUNITIES II GP, LLC
 
  
 
By:
Its:
EJF CAPITAL LLC
Manager and Sole Member
 
  
 
By:
 /s/ David Bell
  
 
Name:
David Bell
  
 
Title:
General Counsel