UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 1.01. Entry into a Material Definitive Agreement.
In connection with the previously disclosed sale of convertible notes under the Convertible Security Investment Agreement, dated as of January 16, 2024, by and among the AST SpaceMobile, Inc. (the “Company”), AT&T Venture Investments, LLC (together with its affiliates, “AT&T”), Google LLC and Vodafone Ventures Limited, the Company agreed that it would use reasonable best efforts to cause the Stockholders’ Agreement of the Company, dated April 6, 2021 (the “Stockholders’ Agreement”), to be amended such that AT&T shall, among other things, have the right to nominate, and the parties to such Stockholders’ Agreement agree to vote for and cause the appointment of, a representative of AT&T to (i) serve as a non-voting observer to the Company’s board of directors or (ii) serve as a director to the Company’s board of directors (as determined by AT&T).
Further, in connection with the previously disclosed series of transactions pursuant to which the shares of the Company previously held by Invesat LLC (“Invesat”) were acquired by Antares Technologies LLC (“Antares”), an affiliate of Invesat, the Company agreed to use commercially reasonable efforts to take steps necessary to allow for the amendment and/or assignment of each of the Stockholders’ Agreement and the Registration Rights Agreement, within forty-five (45) days after the closings of the Transactions, to add Antares, and remove Invesat as a party thereto.
To effect the points above, on June 5, 2024, the remaining parties to the Stockholders Agreement, AT&T and Antares entered into an Amended and Restated Stockholders’ Agreement (the “Amended and Restated Stockholders’ Agreement”). In addition to providing the rights described above, the Amended and Restated Stockholders’ Agreement removes certain rights that are no longer effective by their terms and streamlines the process for effecting blocker merger transactions as provided under the Fifth Amended and Restated Limited Liability Company Operating Agreement of AST & Science, LLC, dated as of April 6, 2021 (the “Operating Agreement”).
Additionally, on June 4, 2024, similar and conforming changes were made to the Registration Rights Agreement. The description of the Amended and Restated Stockholders’ Agreement contained in this Item 1.01 does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Stockholders’ Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
The description of Amendment No. 1 and Joinder to Registration Rights Agreement contained in this Item 1.01 does not purport to be complete and is qualified in its entirety by reference to Amendment No. 1 and Joinder to Registration Rights Agreement, which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: June 7, 2024
| AST SPACEMOBILE, INC. | ||
| By: | /s/ Andrew Johnson | |
| Name: | Andrew Johnson | |
| Title: | Chief Legal Officer | |