AST SpaceMobile, Inc. (Form: 8-K, Received: 06/25/2024 06:02:38)

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): June 19, 2024

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

On June 19, 2024, Alexander Coleman notified the Board of Directors (the “Board”) of AST SpaceMobile, Inc. (the “Company”) of his decision to resign from the Board, effective on the same date. Mr. Coleman was a member of the Redemption Election Committee, a member of the Audit Committee and Chair of the Compensation Committee. The decision of Mr. Coleman to resign from the Board was not a result of any disagreement with the Company on any matter related to the Company’s operations, policies or practices.

On June 19, 2024, the Board, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Christopher Sambar as a director, effective June 20, 2024, to fill the vacancy on the Board created by Mr. Coleman’s resignation. Mr. Sambar will hold office until the next annual meeting of stockholders and until his successor shall be elected and qualified or until his earlier death, disqualification, resignation or removal.

The Board has affirmatively determined that Mr. Sambar meets the applicable standards for an independent director under the listing rules of The Nasdaq Stock Market LLC (“Nasdaq”). Mr. Sambar does not have any family relationships with any director or executive officer of the Company and there are no transactions in which Mr. Sambar has an interest requiring disclosure under Item 404(a) of Regulation S-K.

In accordance with the Company’s Non-Employee Director Equity Compensation Program (the “Compensation Program”), Mr. Sambar is entitled to receive cash and equity compensation for his service on the Board. Under the Compensation Program, a director may decline the receipt of such cash or equity compensation by written notice to the Company. Mr. Sambar has delivered a written notice to the Company declining any cash or equity compensation under the Compensation Program for his service on the Board.

Christopher Sambar, age 50, is a corporate executive with extensive leadership experience spanning Network & Technology Operations, Capital Planning, Sales and Distribution, Investor Relations, Human Resources, Communications, and Corporate Strategy. Since April 2022, Mr. Sambar has served as the Head of Network at AT&T. In this role, he leads AT&T’s Global Network organization and teams responsible for technology architecture design, engineering, building, and operating AT&T’s next generation mobile and fiber networks. His responsibilities include overseeing one of the world’s largest network infrastructure capital deployments as well as for the 24/7 global operations team ensuring service continuity for more than 100 million AT&T mobile and broadband customers, and millions of business customers. Previously, from August 2019 to April 2022, Mr. Sambar was Executive Vice President - Technology Operations at AT&T, responsible for long-term technology initiatives and global planning, construction and engineering of AT&T’s mobile, fiber and core network infrastructure build programs. Since joining AT&T in 2002, Mr. Sambar has held various senior executive positions in AT&T’s FirstNet, Business Solutions, Consumer Broadband, Retail, Human Resources, and Corporate Strategy teams. Mr. Sambar serves on the Board for the National Medal of Honor Museum Foundation which is dedicated to honoring Medal of Honor recipients through the design, build, and maintaining of the museum, monument, and institute. Mr. Sambar holds an MBA from the University of Southern California and a Bachelor of Science degree from The United States Naval Academy. Following graduation from the Naval Academy, he served 7 years on active duty and 16 years in the reserves (Navy SEAL) with multiple deployments throughout Europe, the Middle East and one tour of duty during the Iraq war in 2005 and 2006.

Pursuant to the Amended and Restated Stockholders’ Agreement, dated as of June 5, 2024 (the “Stockholders’ Agreement”), AT&T has the right to nominate a director to the Board beginning with the 2024 annual meeting of the Company (the “2024 Annual Meeting”). Due to the resignation of Alexander Coleman from the Board, the Company and AT&T agreed that AT&T’s director nominee, Mr. Sambar, should fill the vacancy prior to the 2024 Annual Meeting. Mr. Sambar will stand for election at the 2024 Annual Meeting and will be considered AT&T’s director nominee pursuant to the Stockholders’ Agreement.

The Company will enter into its standard form of indemnification agreement for directors and officers, a copy of which was previously filed as Exhibit 10.10 to the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2021), with Mr. Sambar.

Item 7.01 Regulation FD Disclosure.

On June 24, 2024, the Company issued a press release related to the matters described in Item 5.02. 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 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 of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description

99.1

Press Release dated June 24, 2024

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: June 24, 2024

AST SPACEMOBILE, INC.

By:	/s/ Andrew M. Johnson
Name:	Andrew M. Johnson
Title:	Chief Legal Officer

Exhibit 99.1

AST SpaceMobile Welcomes Chris Sambar, Head of Network, AT&T, to Board of Directors

MIDLAND, TX, June 24, 2024 – AST SpaceMobile, Inc. (“AST SpaceMobile”) (NASDAQ: ASTS), the company building the first and only space-based cellular broadband network accessible directly by everyday smartphones designed for both commercial and government use, today announced the appointment of Chris Sambar to its Board of Directors, effective June 20, succeeding Alex Coleman, Chairman at New Providence Acquisition Corp. Mr. Sambar brings a distinguished career in leadership and technology to AST SpaceMobile, further strengthening the company’s expertise as it prepares for its next phase of growth.

Mr. Sambar’s appointment comes at a pivotal time for AST SpaceMobile, as the Company plans to deliver its first commercial satellites to Cape Canaveral for launch into low Earth orbit this summer. His deep understanding of network infrastructure, strategy, and global markets, honed through over two decades at AT&T, will be instrumental in guiding AST SpaceMobile’s deployment of its revolutionary space-based cellular broadband service.

In addition to his role on the Board, Sambar will also serve as a member of AST SpaceMobile’s Network Planning and Spectrum Committee of its Board of Directors, responsible for network planning for the AST constellation including network features and capacity planning.

“Connectivity has become a fundamental aspect of our daily lives. AST SpaceMobile’s space-based broadband network is poised to make communication on an everyday smartphone possible in places that were previously challenging to reach on a terrestrial network,” said Chris Sambar, Head of Network, AT&T. “AST SpaceMobile has already achieved many industry firsts and has proven the real-life possibilities satellite technology can enable. I’m very much looking forward to being a part of their journey.”

Mr. Sambar is currently serving as AT&T’s Head of Network. In this role, he oversees a multi-billion-dollar budget and leads the team responsible for AT&T’s global network infrastructure, encompassing network technology strategy, architecture, planning, engineering, and 24/7 operations. Prior to his current position, Mr. Sambar held various leadership roles across AT&T, including Enterprise Business Sales, Public Sector Sales & Solutions - where he spearheaded the AT&T FirstNet Program, Consumer Broadband & Television, Retail & Wireless Distribution and Sales, Human Resources, and Corporate Strategy.

Mr. Sambar’s impressive career began with a distinguished six-year active-duty stint as a Navy SEAL. He continued his military service as a reserve SEAL, deploying to Iraq. Following his service, he earned an MBA from the University of Southern California and embarked on a successful business career at AT&T.

“Chris is a remarkable leader with a proven track record in managing complex operations and driving innovation,” said Abel Avellan, Founder, Chairman, and CEO at AST SpaceMobile. “His deep understanding of network technology, strategy, and global markets will be invaluable to AST SpaceMobile as we prepare to bring our revolutionary space-based cellular broadband service to people everywhere.”

AST SpaceMobile has more than 3,300 patent and patent-pending claims for its technology and operates state-of-the-art, vertically integrated manufacturing and testing facilities in Midland, Texas, which collectively span 185,000 square feet. The company recently secured strategic investment from AT&T, Verizon, Google and Vodafone, as well as a contract award with the United States Government through a prime contractor. The company has agreements with more than 45 mobile network operators globally, which have over 2.8 billion existing subscribers in total, including Vodafone Group, Rakuten Mobile, AT&T, Bell Canada, Orange, Telefonica, TIM, Saudi Telecom Company, MTN, Zain KSA, Etisalat, Indosat Ooredoo Hutchison, Telkomsel, Smart Communications, Globe Telecom, Millicom, Smartfren, Telecom Argentina, Telstra, Africell, Liberty Latin America and others. Rakuten, American Tower and Bell Canada are also existing investors in AST SpaceMobile.

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, for both commercial and government use. 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, X (Formerly 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 of the launch of the Block 1 Bluebird 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 and the ability to enter into commercial agreements with other parties or government entities; (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 April 1, 2024.

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 April 1, 2024. 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

Eva Murphy Ryan

917-547-7289

AstSpaceMobile@allisonpr.com