AST SpaceMobile Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed, on October 10, 2024, Rakuten Mobile USA Service Inc. (“RMUSA”), a party to the Amended and Restated Stockholders’ Agreement of AST SpaceMobile, Inc. (the “Company”), dated as of June 5, 2024 (the “Stockholders’ Agreement”), and subsidiary of Rakuten Mobile, Inc. (“Rakuten”), completed a blocker merger with subsidiaries of the Company, pursuant to which Rakuten became the owner of the economic interests in the Company previously held by RMUSA and the separate corporate existence of RMUSA ceased.
In accordance with the terms of the Stockholders’ Agreement, on October 10, 2024, RMUSA assigned all of its rights and obligations under the Stockholders’ Agreement to Rakuten as a Permitted Transferee (as defined in the Stockholders’ Agreement) and Rakuten executed a joinder agreement to join as a party to the Stockholders’ Agreement.
In connection with the foregoing, on February 5, 2025, Rakuten and the parties to the Stockholders’ Agreement, entered into the First Amendment to Amended and Restated Stockholders’ Agreement (the “Amendment”). The Amendment provides that: (1) Rakuten shall assume all rights and obligations of RMUSA under the Stockholders’ Agreement, (2) the number of directors of the board of directors of the Company (the “Board”) that Rakuten may designate to be appointed to the Board shall be decreased from two directors to one director, (3) Rakuten shall have the right to appoint one observer to the Board and (4) the size of the Board shall be decreased from 13 directors to 12 directors. The Amendment also changes: (a) the definition of “Sunset Date” to conform to previous disclosure related to such definition and (b) provisions related to removal of directors to clarify that such removal shall occur upon a vote of the stockholders of the Company.
On February 4, 2025, the Board resolved to reduce the size of the Board from 13 directors to 12 directors (the “Resolution”) in order to eliminate the vacant seat on the Board that Rakuten previously had the right to designate. The Amendment and Resolution do not result in any change to the current constituency of the Board.
The description of the Amendment contained in this Item 1.01 does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01. Financial Statement and Exhibits.
| (d) Exhibits | ||
| 10.1 | First Amendment to Amended and Restated Stockholders’ Agreement, dated as of February 5, 2025, by and among the Company, Abel Avellan, Antares Technologies LLC, Vodafone Ventures Limited, Rakuten Mobile, Inc., ATC TRS II LLC and AT&T Venture Investments, LLC | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
| AST SPACEMOBILE, INC. | ||
| Date: February 7, 2025 | By: | /s/ Andrew M. Johnson |
| Andrew M. Johnson | ||
| Executive Vice President, Chief Financial Officer and Chief Legal Officer | ||