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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): April 25, 2023

 

AST SpaceMobile, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-39040   84-2027232

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

Midland Intl. Air & Space Port

2901 Enterprise Lane

Midland, Texas

   79706
(Address of principal executive offices)   (Zip Code)

 

(432) 276-3966

Registrant’s telephone number, including area code

 

Not Applicable

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Class A common stock, par value $0.0001 per share   ASTS   The Nasdaq Stock Market LLC
Warrants exercisable for one share of Class A common stock at an exercise price of $11.50   ASTSW   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 7.01. Regulation FD Disclosure.

 

On April 25, 2023, AST SpaceMobile, Inc. (the “Company”) issued a press release related to the successful completion of two-way voice calls directly to standard unmodified smartphones using the BlueWalker 3 (“BW3”) satellite. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

 

The information contained in this Item 7.01 and Exhibit 99.1 are furnished and shall not be deemed to be filed for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of such section, nor will such information be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

 

Item 8.01. Other Events.

 

On April 25, 2023, the Company announced that it had successfully completed two-way voice calls directly to standard unmodified smartphones using the BlueWalker 3 satellite. In addition to test calls, initial compatibility tests were performed on a variety of smartphones and devices, exchanging SIM and network information directly to BW3 satellite, a necessary capability to provide broadband connectivity from space. Additional testing and measurements on the uplink and downlink confirm the ability to support cellular broadband speeds and 4G LTE / 5G waveforms. Further testing is ongoing.

 

Forward-Looking Statements

 

This communication contains “forward-looking statements” that are not historical facts, and involve risks and uncertainties that could cause actual results of AST SpaceMobile to differ materially from those expected and projected. These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,” “will,” “would,” “potential,” “projects,” “predicts,” “continue,” or “should,” or, in each case, their negative or other variations or comparable terminology.

 

These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside AST SpaceMobile’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (i) expectations regarding AST SpaceMobile’s strategies and future financial performance, including AST’s future business plans or objectives, expected functionality of the SpaceMobile Service, anticipated timing and level of deployment of satellites, anticipated demand and acceptance of mobile satellite services, prospective performance and commercial opportunities and competitors, the timing of obtaining regulatory approvals, ability to finance its research and development activities, commercial partnership acquisition and retention, products and services, pricing, marketing plans, operating expenses, market trends, revenues, liquidity, cash flows and uses of cash, capital expenditures, and AST’s ability to invest in growth initiatives; (ii) the negotiation of definitive agreements with mobile network operators relating to the SpaceMobile service that would supersede preliminary agreements and memoranda of understanding; (iii) the ability of AST SpaceMobile to grow and manage growth profitably and retain its key employees and AST SpaceMobile’s responses to actions of its competitors and its ability to effectively compete; (iv) changes in applicable laws or regulations; (v) the possibility that AST SpaceMobile may be adversely affected by other economic, business, and/or competitive factors; (vi) the outcome of any legal proceedings that may be instituted against AST SpaceMobile; and (vii) other risks and uncertainties indicated in the Company’s filings with the SEC, including those in the Risk Factors section of AST SpaceMobile’s Form 10-K filed with the SEC on March 31, 2023.

 

The ongoing testing of the BlueWalker3 (“BW3”) test satellite may not be completed as currently planned due to a variety of factors, which could include loss of satellite connectivity, destruction of the satellite, or other communication failures, and even if completed as planned, the BW3 testing may indicate adjustments that are needed or modifications that must be made, any of which could result in additional costs, which could be material, and delays in commercializing our service. If there are delays or issues with additional testing, it may become more costly to raise capital, if we are able to do so at all.

 

AST SpaceMobile cautions that the foregoing list of factors is not exclusive. AST SpaceMobile cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors incorporated by reference into AST SpaceMobile’s Form 10-K filed with the SEC on March 31, 2023. AST SpaceMobile’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, AST SpaceMobile disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
99.1   Press release dated April 25, 2023
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

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: April 25, 2023

  AST SPACEMOBILE, INC.
     
  By: /s/ Sean R. Wallace
  Name: Sean R. Wallace
  Title: Chief Financial Officer

 

 

 

 

Exhibit 99.1

 

CONFIDENTIAL DRAFT – NOT FOR PUBLIC DISTRIBUTION

 

 

AST SpaceMobile Makes History in Cellular Connectivity, Completing the First-Ever Space-Based Voice Call Using Everyday Unmodified Smartphones

 

Groundbreaking milestone reached with support from partners including Vodafone, Rakuten and AT&T, opening opportunities for cellular broadband access globally

 

 

AST SpaceMobile team at the company’s Midland, Texas headquarters, with engineers from testing partners Vodafone, Rakuten and AT&T

 

MIDLAND, TX, April 25, 2023 – AST SpaceMobile, Inc. (“AST SpaceMobile”) (NASDAQ: ASTS), the company building the first and only space-based cellular broadband network accessible directly by standard mobile phones, today announced the successful completion of the first-ever two-way voice calls, directly to everyday unmodified smartphones using the BlueWalker 3 (“BW3”) satellite. This is the first time anyone has ever achieved a direct voice connection from space to everyday cellular devices, demonstrating a significant advancement in AST SpaceMobile’s mission to provide connectivity to the nearly 50% of the global population who remain unconnected from cellular broadband. The first voice call was made from the Midland, Texas area to Rakuten in Japan over AT&T spectrum using a Samsung Galaxy S22 smartphone.

 

 

 

 

The initial test calls have validated the AST SpaceMobile patented system and architecture, and were completed using unmodified smartphones. The calls demonstrated the power of AST SpaceMobile’s BW3 satellite, the largest-ever commercial communications array deployed in low Earth orbit and is an important step to providing space-based 2G, 3G, 4G LTE and 5G cellular broadband globally. Engineers from Vodafone, Rakuten and AT&T participated in the preparation and testing of the first voice calls with BW3.

 

“Achieving what many once considered impossible, we have reached the most significant milestone to date in our quest to deliver global cellular broadband from space. While we take a moment to celebrate this tremendous accomplishment, we remain focused on the path ahead and pivotal next steps that get us closer to our goal of transforming the way the world connects,” said Abel Avellan, Chairman and Chief Executive Officer of AST SpaceMobile. “I am immensely proud of our team and our incredible partners, whose unwavering dedication and tireless efforts have brought us to this pivotal moment.”

 

Margherita Della Valle, Vodafone Group Chief Executive, said: “Today, we have taken another major step in mobile communications. 30 years after Vodafone sent the world’s first text message, we supported AST SpaceMobile in successfully making the first ever direct-to-smartphone test call using satellite communications. This is just the start. As a lead investor in AST SpaceMobile, we will continue to break technological boundaries by connecting many more millions of people across the planet when the service becomes commercially available.”

 

Mickey Mikitani, Rakuten Chairman & CEO, commented: “It was a unique thrill and honor to have the Rakuten team talk with Abel in a world-first direct-to-satellite experience. Congratulations to AST SpaceMobile and all of its strategic collaborators on this groundbreaking event. As technological advancements like space connectivity become possible with pioneers like AST SpaceMobile, Rakuten will also progress even further along the road to democratizing connectivity for all.”

 

Chris Sambar, Head of AT&T Network, said: “AT&T’s heritage began with the birth of the telephone 147 years ago and has continued with many other firsts including: trans-continental call, overseas call, call from the moon, and partnering to deliver the only network built with and for America’s first responders. We connect people to greater possibility, and this important milestone with AST SpaceMobile is a big step and we can’t wait to see what’s next in our space-based journey.”

 

 

AST SpaceMobile’s BlueWalker 3 test satellite currently in low Earth orbit

 

 

 

Chairman & CEO Abel Avellan and an AST SpaceMobile engineer completing test calls in Texas

 

 

 

AST SpaceMobile engineers who supported the first voice calls over BlueWalker 3 outside company headquarters in Midland, Texas

 

 

 

 

In addition to test calls, AST SpaceMobile engineers conducted initial compatibility tests on a variety of smartphones and devices. The phones successfully exchanged Subscriber Identification Module (“SIM”) and network information directly to BW3 — crucial for delivering broadband connectivity from space to any phone or device. Additional testing and measurements on the smartphone uplink and downlink signal strength confirm the ability to support cellular broadband speeds and 4G LTE / 5G waveforms.

 

AST SpaceMobile has over 2,600 patent and patent-pending claims for its technology and built state-of-the-art facilities in Midland, Texas that collectively span 185,000 square feet. AST SpaceMobile has agreements and understandings with mobile network operators globally that have approximately 2 billion existing subscribers, including Vodafone Group, Rakuten Mobile, AT&T, Bell Canada, Orange, Telefonica, TIM, Saudi Telecom Company, Zain KSA, Etisalat, Indosat Ooredoo Hutchison, Smart Communications, Globe Telecom, Millicom, Smartfren, Telecom Argentina, Telstra, Africell, Liberty Latin America and others.

 

About AST SpaceMobile

 

AST SpaceMobile is building the first and only global cellular broadband network in space to operate directly with standard, unmodified mobile devices based on our extensive IP and patent portfolio. Our engineers and space scientists are on a mission to eliminate the connectivity gaps faced by today’s five billion mobile subscribers and finally bring broadband to the billions who remain unconnected. For more information, follow AST SpaceMobile on YouTube, Twitter, LinkedIn and Facebook. Watch this video for an overview of the SpaceMobile mission.

 

Forward-Looking Statements

 

This communication contains “forward-looking statements” that are not historical facts, and involve risks and uncertainties that could cause actual results of AST SpaceMobile to differ materially from those expected and projected. These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,” “will,” “would,” “potential,” “projects,” “predicts,” “continue,” or “should,” or, in each case, their negative or other variations or comparable terminology.

 

These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside AST SpaceMobile’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (i) expectations regarding AST SpaceMobile’s strategies and future financial performance, including AST’s future business plans or objectives, expected functionality of the SpaceMobile Service, anticipated timing and level of deployment of satellites, anticipated demand and acceptance of mobile satellite services, prospective performance and commercial opportunities and competitors, the timing of obtaining regulatory approvals, ability to finance its research and development activities, commercial partnership acquisition and retention, products and services, pricing, marketing plans, operating expenses, market trends, revenues, liquidity, cash flows and uses of cash, capital expenditures, and AST’s ability to invest in growth initiatives; (ii) the negotiation of definitive agreements with mobile network operators relating to the SpaceMobile service that would supersede preliminary agreements and memoranda of understanding; (iii) the ability of AST SpaceMobile to grow and manage growth profitably and retain its key employees and AST SpaceMobile’s responses to actions of its competitors and its ability to effectively compete; (iv) changes in applicable laws or regulations; (v) the possibility that AST SpaceMobile may be adversely affected by other economic, business, and/or competitive factors; (vi) the outcome of any legal proceedings that may be instituted against AST SpaceMobile; and (vii) other risks and uncertainties indicated in the Company’s filings with the SEC, including those in the Risk Factors section of AST SpaceMobile’s Form 10-K filed with the SEC on March 31, 2023.

 

 

 

 

The ongoing testing of the BW3 test satellite may not be completed due to a variety of factors, which could include loss of satellite connectivity, destruction of the satellite, or other communication failures, and even if completed as planned, the BW3 testing may indicate adjustments that are needed or modifications that must be made, any of which could result in additional costs, which could be material, and delays in commercializing our service. If there are delays or issues with additional testing, it may become more costly to raise capital, if we are able to do so at all.

 

AST SpaceMobile cautions that the foregoing list of factors is not exclusive. AST SpaceMobile cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors incorporated by reference into AST SpaceMobile’s Form 10-K filed with the SEC on March 31, 2023. AST SpaceMobile’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, AST SpaceMobile disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

 

Investor Contact:

 

Scott Wisniewski

investors@ast-science.com

 

Media Contact:

 

Allison+Partners

Eva Murphy Ryan

917-547-7289

AstSpaceMobile@allisonpr.com