AST SpaceMobile (ASTS) DEFM14AProxy related to merger

Also at the Closing, the Existing Equityholders, SpaceMobile and AST will enter into a Fifth Amended and Restated Limited Liability Company Operating Agreement of AST, a copy of which is attached to the accompanying proxy statement as Annex C (the “A&R Operating Agreement”) which, among other things, will (i) restructure the capitalization of AST to (a) authorize the issuance of units of ownership interest in AST which entitle the holder thereof to the distributions, allocations, and other rights under the A&R Operating Agreement (the “AST Common Units”) to SpaceMobile, (b) reclassify the existing AST common units (the “Existing AST Common Units”) (other than any Existing AST Common Units (1) reserved for issuance under the AST 2019 Equity Incentive Plan (the “AST Incentive Plan”) or (2) subject to options to purchase Existing AST Common Units granted pursuant to the AST Incentive Plan (the “AST Options” and each such Existing AST Common Unit that is authorized under the AST Incentive Plan and/or subject to an AST Option, an “Existing AST Prior Incentive Equity Unit”)), existing AST series A preferred units (the “AST Series A Preferred Units”), the existing AST series B preferred units (the “AST Series B Preferred Units”) and the existing AST incentive units (the “Existing AST Incentive Units,” and collectively with the Existing AST Common Units, AST Series A Preferred Units and the AST Series B Preferred Units, the “Existing AST Units”) held by the Existing Equityholders into AST Common Units and (c) reclassify all of the Existing AST Prior Incentive Equity Units into AST Incentive Equity Units, concurrently with and subject to adjustments to the AST Options affecting the number of units and exercise price (as applicable) thereof, and (ii) appoint SpaceMobile as the managing member of AST. As consideration for issuing AST Common Units to SpaceMobile, SpaceMobile will contribute up to $462 million in gross proceeds to AST, assuming no NPA stockholders exercise Redemption Rights (as defined below), and will become the managing member of AST.

Pursuant to the Equity Purchase Agreement, at Closing, each Existing AST Unit held by each Existing Equityholder will automatically be reclassified into the number of AST Common Units set forth in Schedule I of the Equity Purchase Agreement. Following this reclassification, any certificates outstanding evidencing ownership of Existing AST Units will be of no further force or effect.

As consideration for the transactions set forth in the Equity Purchase Agreement, we will contribute to AST the amount held in the trust fund established for the benefit of our stockholders (the “Trust Fund”) in a Trust Account (the “Trust Account”), less the amount of cash required to fund the redemption of NPA Common Stock held by eligible stockholders who elect to have their shares redeemed in connection with the closing of the Business Combination (the “NPA Stock Redemption”), plus the aggregate proceeds from the PIPE Investment (defined below) and any Additional PIPE Investment (defined below), less the deferred underwriting commission payable to BTIG, LLC (the “Contribution Amount”). Immediately after the contribution of the Contribution Amount, AST will pay the amount of unpaid fees, commissions, costs or expenses that have been incurred by AST or NPA in connection with the Business Combination (the “Transaction Expenses”) by wire transfer of immediately available funds on behalf of AST and NPA to those persons to whom such amounts are owed. For further discussion of the consideration exchanged in the Business Combination, please see the section entitled “Proposal No. 1 — The Business Combination Proposal — General; Structure of the Business Combination; Consideration.”

In addition, at the Closing of the Business Combination, SpaceMobile, AST, the Existing Equityholders and Thomas Severson (in the capacity of “TRA Holder Representative”) will enter into the Tax Receivable Agreement, a form of which is attached to the accompanying proxy statement as Annex G (the “Tax Receivable Agreement”). Please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Tax Receivable Agreement,” for a discussion of the Tax Receivable Agreement and the section entitled “Risk Factors — Risks Relating to Tax” for certain specified risks related to the Tax Receivable Agreement.

Concurrently with the Equity Purchase Agreement, we entered into various subscription agreements (the “Subscription Agreements”) with certain third-party investors (the “PIPE Investors”) pursuant to which the PIPE Investors have committed to make private investments in public equity in the form of Class A Common Stock in an aggregate amount of $230 million (the “PIPE Investment”). In exchange for the PIPE Investment, the PIPE Investors will receive an aggregate of 23 million shares of Class A Common Stock. We may, prior to the Closing, enter into additional subscription agreements for the sale of Class A Common Stock (the “Additional PIPE Investment”) on terms substantially identical to the Subscription Agreements and subject to a cap of $400 million minus the amount of our immediately available cash prior to the Closing held in the Trust Account following the completion of the NPA Stock Redemption (the “PIPE Investment Cap”). The obligations of the parties to consummate the PIPE Investment are conditioned upon, among other things, customary closing conditions and the consummation of the transactions contemplated by the Equity Purchase Agreement.

If, at the Closing, the amount in our Trust Account, and the amount raised in private transactions, including the PIPE Investment or any Additional PIPE Investment, prior to the payment of any Transaction Expenses (the “Actual Cash Amount”) is less than $400,000,000, Sponsor and NPA will irrevocably terminate, forfeit and cancel, for no consideration and without further right, obligation or liability, a number of shares of Sponsor Stock (such terminated, forfeited and cancelled shares, the “Forfeited Sponsor Stock”) such that the total number of issued and outstanding Sponsor Stock immediately prior to the Closing equals 20% of the total number of shares of issued and outstanding NPA Class A Common Stock and shares of NPA Class B Common Stock (collectively, the “NPA Common Stock”) as of immediately prior to the filing of the A&R Certificate of Incorporation.

Immediately after the Delaware Secretary of State accepts the A&R Certificate of Incorporation, and without any action on the part of any holder of a warrant to purchase one whole share of class A common stock, par value $0.0001 per share, of NPA, prior to the effectiveness of the A&R Certificate of Incorporation (“NPA Class A Common Stock”) at a price of $11.50 per share (each a “NPA Warrant”), each NPA Warrant that is issued and outstanding immediately prior to the Closing will become a warrant to purchase Class A Common Stock (which will be in the identical form of the NPA Warrant, but in the name of SpaceMobile) exercisable for Class A Common Stock in accordance with its terms (each a “SpaceMobile Warrant”).

At Closing, SpaceMobile, Avellan, Invesat LLC, a Delaware limited liability company (“Invesat”), Vodafone Ventures Limited, a private limited company incorporated under the Laws of England and Wales (“Vodafone”), Rakuten Mobile Singapore PTE. LTD, a Singapore private limited company (“Rakuten”), ATC TRS II LLC, a Delaware limited liability company (“American Tower” and, together with Vodafone, Invesat, Rakuten and Avellan, the “AST Equityholders”) and Sponsor (Sponsor and the AST Equityholders are referred to collectively herein as “Stockholder Parties”) will enter into that certain Stockholders’ Agreement (the “Stockholders’ Agreement”), a form of which is attached to the accompanying proxy statement as Annex I. In addition, our Sponsor will enter into a voting agreement with SpaceMobile (the “Sponsor Voting Agreement”). Pursuant to the Stockholders’ Agreement and the Sponsor Voting Agreement, among other things, the AST Equityholders and our Sponsor will respectively agree to vote each of their respective securities of SpaceMobile that may be voted in the election of SpaceMobile’s directors in accordance with the provisions of the Stockholders’ Agreement. At Closing, the SpaceMobile Board of Directors (the “SpaceMobile Board”) will initially consist of 13 directors, with two director seats being vacant. The equityholders of SpaceMobile will have the right to nominate directors as follows: (a) the Key Holders may nominate seven members of the SpaceMobile Board, which amount includes the two initial vacancies for which Avellan will have the right, pursuant to the Stockholders’ Agreement, to designate directors for appointment to such vacancies at any time, (b) Invesat, Vodafone, Sponsor and American Tower each may nominate one member of the SpaceMobile Board, and (c) Rakuten may nominate two members of the SpaceMobile Board. The AST Equityholders and our Sponsor will respectively agree to vote for each of the foregoing nominees. Also pursuant to the Stockholders’ Agreement, the Stockholder Parties will agree to take all necessary action to cause Avellan to be the chairperson of the SpaceMobile Board.

Assuming that (i) none of our current stockholders exercise their right to redeem their NPA Class A Common Stock, (ii) the aggregate proceeds received by NPA in connection with the PIPE Investment is $230,000,000, and (iii) there is no Additional PIPE Investment, as of Closing, the Existing Equityholders (including the Key Holders) will hold shares of Common Stock representing 94% of the total voting power of SpaceMobile, the current holders of NPA Class A Common Stock will hold shares of Common Stock representing 6% of the total voting power of SpaceMobile, and the Key Holders will hold shares of Common Stock representing 88% of the total voting power of SpaceMobile.

The Equity Purchase Agreement provides that the obligation of the parties thereto to consummate the Business Combination is conditioned on, among other things (i) the approval of the Proposals (as set forth below), excluding the Adjournment Proposal (as defined below), by the NPA stockholders in accordance with NPA’s organizational documents (the “Required NPA Stockholder Approval”), (ii) that NPA has at least $5,000,001 in tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934 (the “Exchange Act”)) immediately prior to closing, (iii) that NPA has no less than $250,000,000 in immediately available cash, after deducting all Transaction Expenses, and (iv) that NPA will remain listed on The Nasdaq Capital Market LLC (“Nasdaq”) and has not received any written notice from Nasdaq that it has failed or would reasonably be expected to fail to meet Nasdaq listing requirements as of the Closing Date.

At the Special Meeting, you will be asked to consider and vote on the following proposals (the “Proposals”):

1.      Proposal No. 1:    A proposal (the “Business Combination Proposal”) to approve and adopt the Equity Purchase Agreement, a copy of which is attached to the accompanying proxy statement as Annex A, and approve the other transactions contemplated by the Equity Purchase Agreement.

2.      Proposal No. 2:    A proposal (the “Nasdaq Proposal”) to approve, assuming the Business Combination Proposal is approved and adopted, for purposes of complying with applicable Nasdaq listing rules, the issuance by SpaceMobile, as successor to NPA, of Class A Common Stock, Class B Common Stock and Class C Common Stock in the Business Combination in an amount equal to 20% or more of the amount of NPA’s issued and outstanding common stock immediately prior to the issuance.

3.      Proposal No. 3:    A proposal (the “Charter and Governance Proposals”) to approve and adopt, assuming the Business Combination Proposal and the Nasdaq Proposal are approved and adopted, the A&R Certificate of Incorporation, which, if approved, would take effect upon Closing, a copy of which is attached to the accompanying proxy statement as Annex B (the “Charter Proposal”). In addition to the approval of the A&R Certificate of Incorporation, the stockholders are also separately being presented the following Governance Proposals, on a non-binding advisory basis, in accordance with the Securities and Exchange Commission (the “SEC”) guidance to give stockholders the opportunity to present their separate view on important corporate governance provisions (the “Governance Proposals”):

•        Proposal No. 3(a):    A proposal to increase the total number of authorized shares and classes of stock to 1,225,000,000 shares consisting of (i) 100,000,000 shares of preferred stock, par value $0.0001 per share, (ii) 800,000,000 shares of Class A Common Stock, par value $0.0001 per share, (iii) 200,000,000 shares of Class B Common Stock, par value $0.0001 per share, and (iv) 125,000,000 shares of Class C Common Stock, par value $0.0001 per share.

•        Proposal No. 3(b):    A proposal to provide for certain additional changes, including, among other things, (i) changing the post-Business Combination corporate name from “New Providence Acquisition Corp.” to “AST SpaceMobile, Inc.,” (ii) making SpaceMobile’s corporate existence perpetual, (iii) removing certain provisions related to our status as a blank check company that will no longer apply upon the consummation of the Business Combination, and (iv) removing the provision requiring the Delaware Court of Chancery to serve as the exclusive forum for stockholders to bring certain lawsuits from the A&R Certificate of Incorporation (although a similar provision will be included in the SpaceMobile Bylaws).

•        Proposal No. 3(c):    A proposal to provide that the number of authorized shares of any class or classes of stock may be increased or decreased by the affirmative vote of the holders of a majority of the total voting power of the outstanding shares of capital stock entitled to vote thereon, voting together as a single class.

•        Proposal No. 3(d):    A proposal to provide that the number of directors of SpaceMobile will be not less than five and not more than 19, with the then-authorized number of directors being fixed from time to time by the SpaceMobile Board within such range, which number shall initially be 13.

•        Proposal No. 3(e):    A proposal to provide that the stockholders of SpaceMobile will not be allowed to effect any action by written consent.

•        Proposal No. 3(f):    A proposal to provide that the SpaceMobile Bylaws may only be amended by the affirmative vote of the holders of at least 75% of the voting power of all the then-outstanding shares of voting stock of SpaceMobile with the power to vote generally in an election of Directors, voting together as a single class.

•        Proposal No. 3(g):    A proposal that each share of Class A Common Stock and each share of Class B Common Stock will entitle the holder thereof to one vote on all matters on which stockholders are generally entitled to vote, and each share of Class C Common Stock will, (i) prior to the Sunset Date, entitle the holder thereof to cast a number of votes on all matters on which stockholders generally are entitled to vote equal to the lesser of (x) 10 votes and (y) the Class C Share Voting Amount and (ii) from and after the Sunset Date, entitle the holder thereof to cast one vote.

4.      Proposal No. 4:    A proposal (the “Director Election Proposal”) for holders of NPA Class B Common Stock to elect, assuming the Business Combination Proposal, the Nasdaq Proposal, and the Charter Proposal are approved and adopted, 11 Directors of the SpaceMobile Board until the 2021 annual meeting of stockholders or until such directors’ successors have been duly elected and qualified, or until such directors’ earlier death, resignation, retirement or removal.

5.      Proposal No. 5:    A proposal (the “Incentive Plan Proposal”) to approve and adopt, assuming the Business Combination Proposal, the Nasdaq Proposal, and the Charter Proposal are approved and adopted, the SpaceMobile 2020 Incentive Award Plan (the “2020 Plan”), a copy of which is attached to this proxy statement as Annex D.

6.      Proposal No. 6:    A proposal (the “ESPP Proposal”) to approve and adopt, assuming the Business Combination Proposal, the Nasdaq Proposal, and the Charter Proposal are approved and adopted, the SpaceMobile 2020 Employee Stock Purchase Plan (the “ESPP”), a copy of which is attached to this proxy statement as Annex F.

7.      Proposal No. 7:    A proposal (the “Adjournment Proposal”) to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the condition precedent proposals.

Each of these proposals is more fully described in the accompanying proxy statement, which you are encouraged to read carefully.

NPA Class A Common Stock and NPA Warrants held by public (the “NPA Public Warrants”) are currently listed on Nasdaq under the symbols “NPA” and “NPAWW,” respectively. Certain shares of NPA Class A Common Stock and NPA Public Warrants currently trade as units consisting of one share of NPA Class A Common Stock and one-half of one redeemable warrant, and are listed on Nasdaq under the symbol “NPAUU” (“NPA Units”). The NPA Units will automatically separate into their component securities upon consummation of the Business Combination and, as a result, will no longer trade as an independent security. Upon consummation of the transactions contemplated by the Equity Purchase Agreement, we will change our name to “AST SpaceMobile, Inc.” We intend to apply to continue the listing of NPA Class A Common Stock as Class A Common Stock and NPA Public Warrants as SpaceMobile Public Warrants on Nasdaq under the symbols “ASTS” and “ASTSW,” respectively, upon the Closing.

Only holders of record of shares of NPA Common Stock at the close of business on March 1, 2021 (the “Record Date”) are entitled to notice of and to vote and have their votes counted at the Special Meeting and any adjournments or postponements of the Special Meeting. A complete list of our stockholders of record entitled to vote at the Special Meeting will be available electronically during the Special Meeting at https://www.cstproxy.com/npa-corp/2021.

We are providing the accompanying proxy statement and proxy card to our stockholders in connection with the solicitation of proxies to be voted at the Special Meeting and at any adjournments or postponements of the Special Meeting. Whether or not you plan to attend the Special Meeting, we urge you to read the accompanying proxy statement carefully and submit your proxy to vote on the Business Combination. Please pay particular attention to the section entitled “Risk Factors” beginning on page 50 of the accompanying proxy statement.

After careful consideration, our board of directors (the “Board”) has unanimously approved the Equity Purchase Agreement and the Business Combination contemplated thereby and determined that each of the Business Combination Proposal, the Nasdaq Proposal, the Charter and Governance Proposals, the Director Election Proposal, the Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal is in the best interests of NPA and its stockholders, and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of our directors and officers may result in conflicts of interest, including a conflict between what may be in the best interests of NPA and its stockholders and what may be best for a director’s personal interests when determining to recommend that stockholders vote for the proposals. See the sections entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination,” “Risk Factors” and “Beneficial Ownership of Securities” in the accompanying proxy statement for a further discussion.

Our Sponsor and other officers and directors entered into a letter agreement (the “Letter Agreement”) at the time of NPA’s initial public offering (the “IPO”), pursuant to which they agreed to vote any shares of capital stock of NPA owned by them in favor of the Business Combination Proposal and to waive their right to have their stock redeemed by NPA. As of the date hereof, such stockholders own 20% of our total outstanding shares of NPA Common Stock.

Pursuant to our Amended and Restated Certificate of Incorporation, dated as of September 12, 2019 (the “Existing Certificate of Incorporation”), if a stockholder vote is required for the Business Combination to be consummated, NPA must offer to redeem for cash (the “Redemption Rights”) all or a portion of the shares of NPA Class A Common Stock held by a holder of NPA Class A Common Stock (a “Public Stockholder”). You will be entitled to receive cash for any shares of NPA Class A Common Stock to be redeemed only if you:

(i)     (a) hold shares of NPA Class A Common Stock, or (b) hold NPA Units and you elect to separate your NPA Units into the underlying shares of NPA Class A Common Stock and NPA Public Warrants prior to exercising your Redemption Rights with respect to the shares of NPA Class A Common Stock; and

(ii)    prior to 9:00 a.m., New York time, on March 30, 2021 (two business days prior to the vote at the Special Meeting), (a) submit a written request to Continental Stock Transfer & Trust Company, our transfer agent (the “Transfer Agent”), that we redeem your shares of NPA Class A Common Stock for cash, and (b) deliver your shares of NPA Class A Common Stock to the Transfer Agent, physically or electronically through the Depository Trust Company.

Holders of NPA Units must elect to separate the underlying shares of NPA Class A Common Stock and NPA Public Warrants prior to exercising Redemption Rights with respect to the shares of NPA Class A Common Stock. If holders hold their NPA Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the NPA Units into the underlying shares of NPA Class A Common Stock and NPA Public Warrants, or if a holder holds NPA Units registered in its own name, the holder must contact the Transfer Agent directly and instruct it to do so. Public Stockholders may elect to redeem all or a portion of their shares of NPA Class A Common Stock even if they vote for the Business Combination Proposal. If the Business Combination is not consummated, the NPA Class A Common Stock will not be redeemed for cash. If the Business Combination is consummated and a Public Stockholder properly exercises its right to redeem its shares of NPA Class A Common Stock and timely delivers its shares to the Transfer Agent, we will redeem each share of NPA Class A Common Stock for a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account (net of taxes payable), divided by the number of then-outstanding shares of NPA Class A Common Stock. For illustrative purposes, as of December 31, 2020, this would have amounted to approximately $10.10 per public share. If a Public Stockholder exercises its Redemption Rights, then it will be exchanging its redeemed shares of NPA Class A Common Stock for cash and will no longer own such shares. Any request to redeem shares of NPA Class A Common Stock, once made, may be withdrawn at any time until the deadline for requesting to exercise Redemption Rights and thereafter, with our consent, until the Closing. Furthermore, if a holder of shares of NPA Class A Common Stock delivers its certificate in connection with an election of its redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that NPA instruct our Transfer Agent to return the certificate (physically or electronically). The holder can make such request by contacting the Transfer Agent, at the address or email address listed in the accompanying proxy statement. We will be required to honor such request only if made prior to the deadline for requesting to exercise Redemption Rights. See the section entitled “Special Meeting of the NPA Stockholders — Redemption Rights” in the accompanying proxy statement for a detailed description of the procedures to be followed if you wish to redeem your shares of NPA Class A Common Stock for cash.

Notwithstanding the foregoing, a Public Stockholder, together with any affiliate of such Public Stockholder or any other person with whom such Public Stockholder is acting in concert or as a “group” (as defined in Section 13 of the Exchange Act), will be restricted from redeeming its shares of NPA Class A Common Stock with respect to more than an aggregate of 15% of the shares of NPA Class A Common Stock, without our prior consent. Accordingly, if a Public Stockholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the shares of NPA Class A Common Stock, then any such shares in excess of that 15% limit would not be redeemed for cash, without our prior consent.

Each redemption of shares of NPA Class A Common Stock by Public Stockholders will decrease the amount in the Trust Account, which held total assets of approximately $232.2 million as of December 31, 2020, which NPA intends to use for the purposes of consummating the Business Combination within the time period described in this proxy statement and to pay deferred underwriting commissions to the underwriters of the IPO. NPA will not consummate the Business Combination if the redemption of public shares would result in NPA’s failure to have net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act (or any successor rule)) of less than $5,000,001.

Under the Equity Purchase Agreement, the approval of each of the condition precedent proposals (i.e., the Business Combination Proposal, the Nasdaq Proposal, the Charter Proposal, the Director Election Proposal, the Incentive Plan Proposal and the ESPP Proposal) is a condition to the consummation of the Business Combination. The adoption of each condition precedent proposal is conditioned on the approval of all of the condition precedent proposals. The Adjournment Proposal is not conditioned on the approval of any other proposal. If our stockholders do not approve each of the condition precedent proposals, the Business Combination may not be consummated.

Approval of the Business Combination Proposal, the Nasdaq Proposal, the Governance Proposals, the Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal each require the affirmative vote of a majority of the votes cast by holders of shares of NPA Common Stock present in person (which would include presence at the virtual Special Meeting) or by proxy at the Special Meeting and entitled to vote thereon, voting as a single class. Approval of the Charter Proposal requires the affirmative vote of holders of a majority of the outstanding shares of NPA Common Stock, voting together as a single class, entitled to vote thereon at the Special Meeting. The election of the director nominees pursuant to the Director Election Proposal requires the affirmative vote of a plurality of the outstanding shares of NPA Class B Common Stock cast by NPA’s stockholders present in person or by proxy at the virtual Special Meeting and entitled to vote thereon. Holders of shares of NPA Class A Common Stock have no right to vote on the election, removal or replacement of any director.

All our stockholders are cordially invited to attend the Special Meeting virtually. To ensure your representation at the Special Meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible.

If you are a stockholder of record holding shares of NPA Common Stock, you may also cast your vote in person (which would include voting at the virtual Special Meeting). If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the Special Meeting and vote in person (which would include voting at the virtual Special Meeting), obtain a proxy from your broker or bank.

If you fail to return a proxy card or fail to instruct a broker or other nominee how to vote, and do not attend the Special Meeting in person, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting. If a valid quorum is established, any such failure to vote or to provide voting instructions will have the same effect as a vote “AGAINST” the Charter Proposal, but will have no effect on the outcome of any other proposal in this proxy statement.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the Special Meeting virtually or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided.

If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that your shares are represented and voted at the Special Meeting.

On behalf of our board of directors, I would like to thank you for your support of New Providence Acquisition Corp. and look forward to a successful completion of the Business Combination.

If you return your proxy card signed and without an indication of how you wish to vote, your shares will be voted in favor of each of the proposals.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (i) IF YOU HOLD SHARES OF NPA CLASS A COMMON STOCK THROUGH NPA UNITS, ELECT TO SEPARATE YOUR NPA UNITS INTO THE UNDERLYING PUBLIC SHARES AND PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (ii) SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE SPECIAL MEETING, THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH, AND (iii) DELIVER YOUR SHARES OF NPA CLASS A COMMON STOCK TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE THE SECTION ENTITLED “SPECIAL MEETING OF THE NPA STOCKHOLDERS — REDEMPTION RIGHTS” IN THE ACCOMPANYING PROXY STATEMENT FOR MORE SPECIFIC INSTRUCTIONS.

Neither the SEC nor any state securities commission has approved or disapproved of the transactions described in the accompanying proxy statement, passed upon the merits or fairness of the Equity Purchase Agreement or the transactions contemplated thereby, or passed upon the adequacy or accuracy of the accompanying proxy statement. Any representation to the contrary is a criminal offense.

This proxy statement is dated March 12, 2021 and is first being mailed to our stockholders on or about March 15, 2021.

NEW PROVIDENCE ACQUISITION CORP.
10900 Research Blvd, Ste 160C PMB 1081
Austin, Texas 78759

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OF
NEW PROVIDENCE ACQUISITION CORP.

To Be Held on April 1, 2021

To the Stockholders of New Providence Acquisition Corp.:

NOTICE IS HEREBY GIVEN that a special meeting (the “Special Meeting”) of stockholders of New Providence Acquisition Corp., a Delaware corporation (“NPA,” the “Company,” “we,” “us,” or “our”), will be held at 10:00 a.m., Eastern Time, on April 1, 2021, at https://www.cstproxy.com/npa-corp/2021. In light of ongoing developments related to the novel coronavirus, after careful consideration, we have determined that the Special Meeting will be a virtual meeting conducted exclusively via live webcast in order to facilitate stockholder attendance while safeguarding the health and safety of our stockholders, directors and management team. You are cordially invited to attend the Special Meeting online by visiting https://www.cstproxy.com/npa-corp/2021. You may also attend the Special Meeting by telephone in listen only mode within the U.S. and Canada: +1 888-965-8995 (toll-free) or outside of the U.S. and Canada: +1 415-655-0243 (standard rates apply). The passcode for telephone access is: 24808759#. To register and receive access to the virtual Special Meeting, registered stockholders and beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in this proxy statement.

At the Special Meeting, you will be asked to consider and vote on proposals to:

1.      Proposal No. 1 — The Business Combination Proposal — to approve and adopt the Equity Purchase Agreement, dated as of December 15, 2020, by and among NPA, AST & Science LLC, a Delaware limited liability company (“AST”), the existing equityholders of AST (the “Existing Equityholders”), New Providence Acquisition Management LLC, a Delaware limited liability company (“Sponsor”) and Abel Avellan (“Avellan” or “Existing Equityholder Representative”) in his capacity as Existing Equityholder Representative. The transactions contemplated by the Equity Purchase Agreement are referred to herein as the “Business Combination.” At the closing of the Business Combination (the “Closing”), we will (i) amend and restate our Existing Certificate of Incorporation (the “A&R Certificate of Incorporation”) to, among other things, (a) change the name of NPA to AST SpaceMobile, Inc. (“SpaceMobile”), (b) convert all then-outstanding shares of class B common stock, par value $0.0001 per share, of NPA, (“NPA Class B Common Stock”) held by Sponsor (the “Sponsor Stock”), excluding any Forfeited Sponsor Stock (discussed below) into shares of class A common stock, par value $0.0001 per share, of SpaceMobile (“Class A Common Stock”) and (c) authorize the issuance of class B common stock, par value $0.0001 per share, of SpaceMobile (“Class B Common Stock”) and class C common stock, par value $0.0001 per share, of SpaceMobile (“Class C Common Stock”) and (ii) replace the Amended and Restated By-laws of NPA (the “Existing Bylaws”), by adopting the Bylaws of AST SpaceMobile, Inc. (the “SpaceMobile Bylaws”) attached to the accompanying proxy statement as Annex E.

The Equity Purchase Agreement also states that at the Closing, the Existing Equityholders, SpaceMobile and AST will enter into a Fifth Amended and Restated Limited Liability Company Operating Agreement of AST, a copy of which is attached to the accompanying proxy statement as Annex C (the “A&R Operating Agreement”) which, among other things, will (i) restructure the capitalization of AST to (a) authorize the issuance of units of ownership interest in AST which entitle the holder thereof to the distributions, allocations, and other rights under the A&R Operating Agreement (the “AST Common Units”) to SpaceMobile, (b) reclassify the existing AST common units (the “Existing AST Common Units”) (other than any Existing AST Common Units (I) reserved for issuance under the AST 2019 Equity Incentive Plan (the “AST Incentive Plan”) or (II) subject to options to purchase Existing AST Common Units granted pursuant to the AST Incentive Plan (the “AST Options” and each such Existing AST Common Unit that is authorized under the AST Incentive Plan and/or subject to an AST Option, an “Existing AST Prior Incentive Equity Unit”)), existing AST series A preferred units (the “AST Series A Preferred Units”), the existing AST series B preferred units (the “AST Series B Preferred Units”) and the existing AST incentive units (the “Existing AST Incentive Units,” and collectively with the Existing AST Common Units, AST Series A Preferred

Units and the AST Series B Preferred Units, the “Existing AST Units”) held by the Existing Equityholders into AST Common Units and (c) reclassify all of the Existing AST Prior Incentive Equity Units into AST Incentive Equity Units, concurrently with and subject to adjustments to the AST Options affecting the number of units and exercise price (as applicable) thereof, and (ii) appoint SpaceMobile as the managing member of AST. Pursuant to the Equity Purchase Agreement, at Closing, each Existing AST Unit held by each Existing Equityholder will automatically be reclassified into the number of AST Common Units set forth in Schedule I of the Equity Purchase Agreement. Following this reclassification, any certificates outstanding evidencing ownership of Existing AST Units will be of no further force or effect.

Each share of Class A Common Stock and each share of Class B Common Stock will entitle the holder thereof to one vote on all matters on which stockholders are generally entitled to vote. Holders of Class A Common Stock and Class B Common Stock will not be entitled to vote on any amendment to the A&R Certificate of Incorporation that relates solely to the terms of any outstanding preferred stock of SpaceMobile if the holders of such preferred stock are entitled to vote as a separate class thereon. Each share of Class C Common Stock will, (i) prior to the Sunset Date, (as defined below) entitle the holder thereof to cast a number of votes on all matters on which stockholders generally are entitled to vote equal to the lesser of (x) 10 votes and (y) the Class C Share Voting Amount (as defined below) and (ii) from and after the Sunset Date, entitle the holder thereof to cast one vote. The practical effect of the formula used to calculate the Class C Share Voting Amount is that it will cap the aggregate voting power of the Class C Common Stock so that, in most scenarios, the voting power of the Class C Common Stock will not increase, or will increase more slowly than it would otherwise in the event the Class C holders acquire additional voting stock in SpaceMobile. As a result, we anticipate the initial holders of the Class C Common Stock following the Closing will control approximately 88% of the combined voting power of the Common Stock, and may control a majority of the voting power of SpaceMobile so long as the Class C Common Stock represents at least 9.1% of SpaceMobile’s total Common Stock.

Concurrently with the Equity Purchase Agreement, we entered into various subscription agreements (the “Subscription Agreements”) with certain third-party investors (the “PIPE Investors”) pursuant to which the PIPE Investors have committed to make private investments in public equity in the form of Class A Common Stock in an aggregate amount of $230 million (the “PIPE Investment”). In exchange for the PIPE Investment, the PIPE Investors will receive an aggregate of 23 million shares of Class A Common Stock. The obligations of the parties to consummate the PIPE Investment are conditioned upon, among other things, customary closing conditions and the consummation of the transactions contemplated by the Equity Purchase Agreement.

Pursuant to the Equity Purchase Agreement, and without any action on the part of any holder of a warrant to purchase one whole share of class A common stock, par value $0.0001 per share, of NPA, prior to the effectiveness of the A&R Certificate of Incorporation (“NPA Class A Common Stock”) at a price of $11.50 per share (each a “NPA Warrant”), each NPA Warrant that is issued and outstanding immediately prior to the Closing will become a warrant to purchase Class A Common Stock (which will be in the identical form of the NPA Warrant, but in the name of SpaceMobile) exercisable for Class A Common Stock in accordance with its terms (each a “SpaceMobile Warrant”).

The Equity Purchase Agreement provides that the obligation of the parties thereto to consummate the Business Combination is conditioned on, among other things (i) the approval of the Proposals, excluding the Adjournment Proposal, by the NPA stockholders in accordance with NPA’s organizational documents (the “Required NPA Stockholder Approval”), (ii) that NPA has at least $5,000,001 in tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934 (the “Exchange Act”)) immediately prior to closing, (iii) that NPA has no less than $250,000,000 in immediately available cash, after deducting all Transaction Expenses, and (iv) that NPA will remain listed on The Nasdaq Capital Market LLC (“Nasdaq”) and has not received any written notice from Nasdaq that it has failed or would reasonably be expected to fail to meet Nasdaq listing requirements as of the Closing Date.

At the Closing of the Business Combination SpaceMobile, AST, the Existing Equityholders and the TRA Holder Representative will enter into the Tax Receivable Agreement a form of which is attached hereto as Annex G. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Tax Receivable Agreement,” for a discussion of the Tax Receivable Agreement and the section entitled “Risk Factors — Risks Relating to Tax” for certain specified risks related to the Tax Receivable Agreement.

Assuming that (i) none of our current stockholders exercise their right to redeem their NPA Class A Common Stock, (ii) the aggregate proceeds received by NPA in connection with the PIPE Investment is $230,000,000, and (iii) there is no Additional PIPE Investment, as of Closing, the Existing Equityholders (including the Key Holders) will hold shares of Common Stock representing 94% of the total voting power of SpaceMobile, the current holders of NPA Class A Common Stock will hold shares of Common Stock representing 6% of the total voting power of SpaceMobile, and the Key Holders will hold shares of Common Stock representing 88% of the total voting power of SpaceMobile.

2.      Proposal No. 2 — The Nasdaq Proposal — to approve, assuming the Business Combination Proposal is approved and adopted, for purposes of complying with applicable Nasdaq listing rules, the issuance by SpaceMobile, as successor to NPA, of Class A Common Stock, Class B Common Stock and Class C Common Stock in the Business Combination in an amount equal to 20% or more of the amount of NPA’s issued and outstanding common stock immediately prior to the issuance.

3.      Proposal No. 3 — The Charter and Governance Proposals — to approve and adopt, assuming the Business Combination Proposal and the Nasdaq Proposal are approved and adopted, the A&R Certificate of Incorporation, which, if approved would take effect upon Closing, a copy of which is attached to the accompanying proxy statement as Annex B. In addition to the approval of the A&R Certificate of Incorporation, the stockholders are also separately being presented the following Governance Proposals, on a non-binding advisory basis, in accordance with the SEC guidance to give stockholders the opportunity to present their separate view on important corporate governance provisions:

•        Proposal No. 3(a):    A proposal to increase the total number of authorized shares and classes of stock to 1,225,000,000 shares consisting of (i) 100,000,000 shares of preferred stock, par value $0.0001 per share, (ii) 800,000,000 shares of Class A Common Stock, par value $0.0001 per share, (iii) 200,000,000 shares of Class B Common Stock, par value $0.0001 per share, and (iv) 125,000,000 shares of Class C Common Stock, par value $0.0001 per share.

•        Proposal No. 3(b):    A proposal to provide for certain additional changes, including among other things, (i) changing the post-Business Combination corporate name from “New Providence Acquisition Corp.” to “AST SpaceMobile, Inc.,” (ii) making SpaceMobile’s corporate existence perpetual, (iii) removing certain provisions related to our status as a blank check company that will no longer apply upon the consummation of the Business Combination, and (iv) removing the provision requiring the Delaware Court of Chancery to serve as the exclusive forum for stockholders to bring certain lawsuits from the A&R Certificate of Incorporation (although a similar provision will be included in the SpaceMobile Bylaws).

•        Proposal No. 3(c):    A proposal to provide that the number of authorized shares of any class or classes of stock may be increased or decreased by the affirmative vote of the holders of a majority of the total voting power of the outstanding shares of capital stock entitled to vote thereon, voting together as a single class.

•        Proposal No. 3(d):    A proposal to provide that the number of directors of SpaceMobile will be not less than five and not more than 19, with the then-authorized number of directors being fixed from time to time by the SpaceMobile Board within such range, which number shall initially be 13.

•        Proposal No. 3(e):    A proposal to provide that the stockholders of SpaceMobile will not be allowed to effect any action by written consent.

•        Proposal No. 3(f):    A proposal to provide that the SpaceMobile Bylaws may only be amended by the affirmative vote of the holders of at least 75% of the voting power of all the then-outstanding shares of voting stock of SpaceMobile with the power to vote generally in an election of Directors, voting together as a single class.

•        Proposal No. 3(g):    A proposal that each share of Class A Common Stock and each share of Class B Common Stock will entitle the holder thereof to one vote on all matters on which stockholders are generally entitled to vote, and each share of Class C Common Stock will, (i) prior to the Sunset Date, entitle the holder thereof to cast a number of votes on all matters on which stockholders generally are entitled to vote equal to the lesser of (x) 10 votes and (y) the Class C Share Voting Amount and (ii) from and after the Sunset Date, entitle the holder thereof to cast one vote.

4.      Proposal No. 4 — The Director Election Proposal — for holders of NPA Class B Common Stock to elect, assuming the Business Combination Proposal, the Nasdaq Proposal and the Charter Proposal are approved and adopted, 11 directors of the SpaceMobile Board to serve until the 2021 annual meeting of stockholders, respectively, or until such directors’ successors have been duly elected and qualified, or until such directors’ earlier death, resignation, retirement or removal.

5.      Proposal No. 5 — The Incentive Plan Proposal — to approve and adopt, assuming the Business Combination Proposal, the Nasdaq Proposal, and the Charter Proposal are approved and adopted, the SpaceMobile 2020 Incentive Award Plan (the “2020 Plan”), a copy of which is attached to this proxy statement as Annex D.

6.      Proposal No. 6: — The ESPP Proposal — to approve and adopt, assuming the Business Combination Proposal, the Nasdaq Proposal, and the Charter Proposal are approved and adopted, the SpaceMobile 2020 Employee Stock Purchase Plan (the “ESPP”), a copy of which is attached to this proxy statement as Annex F.

7.      Proposal No. 7 — The Adjournment Proposal — to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the condition precedent proposals.

The above matters are more fully described in the accompanying proxy statement, which also includes, as Annex A, a copy of the Equity Purchase Agreement and the exhibits attached thereto. We urge you to read carefully the accompanying proxy statement in its entirety, including the Annexes and accompanying financial statements.

NPA Class A Common Stock and NPA Public Warrants are currently listed on Nasdaq under the symbols “NPA” and “NPAWW,” respectively. Certain shares of NPA Class A Common Stock and NPA Public Warrants currently trade as units consisting of one share of NPA Class A Common Stock and one-half of one redeemable warrant, and are listed on Nasdaq under the symbol “NPAUU” (“NPA Units”). The NPA Units will automatically separate into their component securities upon consummation of the Business Combination and, as a result, will no longer trade as an independent security. Upon consummation of the transactions contemplated by the Equity Purchase Agreement, we will change our name to “AST SpaceMobile, Inc.” We intend to apply to continue the listing of NPA Class A Common Stock as Class A Common Stock and NPA Public Warrants as SpaceMobile Public Warrants on Nasdaq under the symbols “ASTS” and “ASTSW,” respectively, upon the Closing.

Only holders of record of shares of NPA Class A Common Stock and shares of NPA Class B Common Stock (collectively, the “NPA Common Stock”) at the close of business on March 1, 2021 (the “Record Date”) are entitled to notice of and to vote and have their votes counted at the Special Meeting and any adjournments or postponements of the Special Meeting. A complete list of our stockholders of record entitled to vote at the Special Meeting will be available electronically during the Special Meeting at https://www.cstproxy.com/npa-corp/2021.

Pursuant to our Amended and Restated Certificate of Incorporation, dated as of September 12, 2019 (the “Existing Certificate of Incorporation”), if a stockholder vote is required for the Business Combination to be consummated, NPA must offer to redeem for cash (the “Redemption Rights”) all or a portion of the shares of NPA Class A Common Stock held by a holder of NPA Class A Common Stock (a “Public Stockholder”). You will be entitled to receive cash for any shares of NPA Class A Common Stock to be redeemed only if you:

(i)     (a) hold shares of NPA Class A Common Stock, or (b) hold NPA Units and you elect to separate your NPA Units into the underlying shares of NPA Class A Common Stock and NPA Public Warrants prior to exercising your Redemption Rights with respect to the shares of NPA Class A Common Stock; and

(ii)    prior to 9:00 a.m., New York time, on March 30, 2021 (two business days prior to the vote at the Special Meeting), (a) submit a written request to Continental Stock Transfer & Trust Company, our transfer agent (the “Transfer Agent”), that we redeem your shares of NPA Class A Common Stock for cash, and (b) deliver your shares of NPA Class A Common Stock to the Transfer Agent, physically or electronically through the Depository Trust Company.

Holders of NPA Units must elect to separate the underlying shares of NPA Class A Common Stock and NPA Public Warrants prior to exercising Redemption Rights with respect to the shares of NPA Class A Common Stock. If holders

hold their NPA Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the NPA Units into the underlying shares of NPA Class A Common Stock and NPA Public Warrants, or if a holder holds NPA Units registered in its own name, the holder must contact the Transfer Agent directly and instruct it to do so. Public Stockholders may elect to redeem all or a portion of their shares of NPA Class A Common Stock even if they vote for the Business Combination Proposal. If the Business Combination is not consummated, the NPA Class A Common Stock will not be redeemed for cash. If the Business Combination is consummated and a Public Stockholder properly exercises its right to redeem its shares of NPA Class A Common Stock and timely delivers its shares to the Transfer Agent, we will redeem each share of NPA Class A Common Stock for a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account (net of taxes payable), divided by the number of then-outstanding shares of NPA Class A Common Stock. For illustrative purposes, as of December 31, 2020, this would have amounted to approximately $10.10 per public share. If a Public Stockholder exercises its Redemption Rights, then it will be exchanging its redeemed shares of NPA Class A Common Stock for cash and will no longer own such shares. Any request to redeem shares of NPA Class A Common Stock, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the Closing. Furthermore, if a holder of shares of NPA Class A Common Stock delivers its certificate in connection with an election of its redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that NPA instruct our Transfer Agent to return the certificate (physically or electronically). The holder can make such request by contacting the Transfer Agent, at the address or email address listed in the accompanying proxy statement. We will be required to honor such request only if made prior to the deadline for exercising redemption requests. See the section entitled “Special Meeting of the NPA Stockholders — Redemption Rights” in the accompanying proxy statement for a detailed description of the procedures to be followed if you wish to redeem your shares of NPA Class A Common Stock for cash.

Notwithstanding the foregoing, a Public Stockholder, together with any affiliate of such Public Stockholder or any other person with whom such Public Stockholder is acting in concert or as a “group” (as defined in Section 13 of the Exchange Act), will be restricted from redeeming its shares of NPA Class A Common Stock with respect to more than an aggregate of 15% of the shares of NPA Class A Common Stock, without our prior consent. Accordingly, if a Public Stockholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the shares of NPA Class A Common Stock, then any such shares in excess of that 15% limit would not be redeemed for cash, without our prior consent.

Each redemption of shares of NPA Class A Common Stock by Public Stockholders will decrease the amount in the Trust Account, which held total assets of approximately $232.2 million as of December 31, 2020, which NPA intends to use for the purposes of consummating the Business Combination within the time period described in this proxy statement and to pay deferred underwriting commissions to the underwriters of the IPO. NPA will not consummate the Business Combination if the redemption of public shares would result in NPA’s failure to have net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act (or any successor rule)) of less than $5,000,001.

Under the Equity Purchase Agreement, the approval of each of the condition precedent proposals (i.e., the Business Combination Proposal, the Nasdaq Proposal, the Charter Proposal, the Director Election Proposal, the Incentive Plan Proposal, and the ESPP Proposal) is a condition to the consummation of the Business Combination. The adoption of each condition precedent proposal is conditioned on the approval of all of the condition precedent proposals. The Adjournment Proposal is not conditioned on the approval of any other proposal. If our stockholders do not approve each of the condition precedent proposals, the Business Combination may not be consummated.

Approval of the Business Combination Proposal, the Nasdaq Proposal, the Governance Proposals, the Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal each require the affirmative vote of a majority of the votes cast by holders of shares of NPA Class A Common Stock and NPA Class B Common Stock present in person (which would include presence at the virtual Special Meeting) or by proxy at the Special Meeting and entitled to vote thereon, voting as a single class. Approval of the Charter Proposal requires the affirmative vote of holders of a majority of the outstanding shares of NPA Common Stock, voting together as a single class, entitled to vote thereon at the Special Meeting. The election of the director nominees pursuant to the Director Election Proposal requires the

affirmative vote of a plurality of the outstanding shares of NPA Class B Common Stock cast by NPA’s stockholders present in person or by proxy at the virtual Special Meeting and entitled to vote thereon. Holders of NPA Class A Common Stock have no right to vote on the election, removal or replacement of any director.

Your attention is directed to the proxy statement accompanying this notice (including the annexes thereto) for a more complete description of the proposed business combination and related transactions and each of the proposals. We urge you to read the accompanying proxy statement carefully. If you have any questions or need assistance voting your shares of NPA Common Stock, please contact Morrow Sodali, LLC, our proxy solicitor, by calling (800) 662-5200 for individuals or (203) 658-9400 for banks and brokers or by sending an e-mail to npa.info@investor.morrowsodali.com. This notice of Special Meeting and the proxy statement are available at https://www.cstproxy.com/npa-corp/2021.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be Held on April 1, 2021. This notice of Special Meeting and the related proxy statement will be available at https://www.cstproxy.com/npa-corp/2021.

•        “Founder Shares” refer to the shares of NPA Class B Common Stock initially purchased by our Sponsor in a private placement prior to the IPO, and the shares of NPA Class A Common Stock issued upon the conversion thereof.

•        “Includible Shares” are to any shares of the outstanding voting stock of SpaceMobile issuable in connection with the exercise (assuming, solely for this purpose, full exercise and not net exercise) of all outstanding options, warrants, exchange rights, conversion rights or similar rights to receive voting stock of SpaceMobile, in each case owned or controlled, directly or indirectly, by the Key Holders, but excluding the number of shares of Class A Common Stock issuable in connection with the exchange of AST Common Units, as a result of any redemption or direct exchange of AST Common Units effectuated pursuant the A&R Operating Agreement;

•        “Indebtedness” refers to Indebtedness as defined in the Equity Purchase Agreement, attached hereto as Annex A.

•        “Initial Stockholders” refers to NPA’s Sponsor and any other holders of Founder Shares prior to the IPO (or their permitted transferees).

•        “Invesat” refers to Invesat LLC, a Delaware limited liability company.

•        “IPO” refers to NPA’s initial public offering, which was consummated on September 13, 2019.

•        “Key Holders” refers to Avellan and his permitted transferees.

•        “Nasdaq” refers to The Nasdaq Capital Market LLC.

•        “NPA” refers to New Providence Acquisition Corp., a Delaware corporation.

•        “NPA Class A Common Stock” refers to the shares of class A common stock, par value $0.0001 per share, of NPA.

•        “NPA Class B Common Stock” refers to the shares of class B common stock, par value $0.0001 per share, of NPA.

•        “NPA Common Stock” refers collectively to NPA Class A Common Stock and NPA Class B Common Stock.

•        “NPA Public Warrant” means a warrant to purchase one whole share of NPA Class A Common Stock prior to the effectiveness of the A&R Certificate of Incorporation at a price of $11.50 per share that was issued in the IPO.

•        “NPA Stock Redemption” means the redemption of NPA Common Stock held by eligible stockholders who elect to have their shares redeemed in connection with the closing of the Business Combination.

•        “NPA Unit” means a unit consisting of one share of NPA Class A Common Stock and one-half of one redeemable warrant.

•        “NPA Warrant” means a warrant, including a Private Placement Warrant or an NPA Public Warrant, to purchase one whole share of NPA Class A Common Stock prior to the effectiveness of the A&R Certificate of Incorporation at a price of $11.50 per share.

•        “Outside Closing Date” refers to the date that is 90 days after the six-month anniversary of the effective date of the Equity Purchase Agreement.

•        “PIPE Investment” refers to the private investment in public equity by the PIPE Investors in the form of Class A Common Stock in an aggregate amount of $230 million.

•        “PIPE Investment Cap” means, with respect to the PIPE Investment and any Additional PIPE Investment, a cap of $400 million minus the amount of our immediate be available cash prior to the Closing held in the Trust Account following the completion of all NPA Stock Redemption.

•        “PIPE Investors” refers to those certain third-party investors who have entered into Subscription Agreements with NPA pursuant to which the PIPE Investors have committed to make the PIPE Investment.

•        “Private Placement Warrant” means a warrant to purchase one whole share of NPA Class A Common Stock prior to the effectiveness of the A&R Certificate of Incorporation at a price of $11.50 per share that was issued to Sponsor in a private placement.

•        “Public Stockholder” refers to a holder of NPA Class A Common Stock.

•        “Rakuten” refers to Rakuten Mobile Singapore PTE. LTD, a Singapore private limited company.

•        “Redemption Rights” refers to the offer by NPA to redeem for cash all or a portion of the NPA Class A Common Stock held by a holder of NPA Class A Common Stock

•        “Required NPA Stockholder Approval” means the approval of the Proposals, excluding the Adjournment Proposal, by the NPA stockholders in accordance with NPA’s organizational documents.

•        “Samsung” refers to Samsung Next Fund LLC, a Delaware limited liability company.

•        “SpaceMobile” refers to AST SpaceMobile, Inc., as successor to NPA following the Closing of the Business Combination.

•        “SpaceMobile Bylaws” refers to the Bylaws of SpaceMobile attached hereto as Annex E.

•        “SpaceMobile Public Warrant” means a warrant to purchase one whole share of Class A Common Stock at a price of $11.50 per share, in identical form of the NPA Public Warrant, but in the name of SpaceMobile.

•        “SpaceMobile Warrant” means a warrant, including a SpaceMobile Public Warrant, to purchase one whole share of Class A Common Stock at a price of $11.50 per share, in identical form of the NPA Warrant, but in the name of SpaceMobile.

•        “Sponsor” refers to New Providence Acquisition Management LLC, a Delaware limited liability company “Sponsor Stock” refers to the NPA Class B Common Stock held by our Sponsor.

•        “Sponsor Stock” refers to the NPA Class B Common Stock held by Sponsor.

•        “Stockholder Parties” refers collectively to Sponsor and the ATS Equityholders.

•        “Subscription Agreements” refers to the various subscription agreements entered into with the PIPE Investors pursuant to which the PIPE Investors have committed to make the PIPE Investment.

•        “Subsidiaries” refers to Subsidiaries as defined in the Tax Receivable Agreement.

•        “Sunset Date” refers to the Sunset Date described in the Stockholders’ Agreement, which is the earliest to occur of (i) Avellan’s retirement or resignation from the SpaceMobile Board, (ii) the date on which the Key Holders beneficially own less than 20% of the Class A Common Stock that Avellan beneficially owns as of immediately after the Closing and (iii) Avellan’s death or permanent incapacitation.

•        “Tax Receivable Agreement” refers to that certain Tax Receivable Agreement to be entered into at the Closing of the Business Combination, a form of which is attached hereto as Annex G.

•        “TRA Holders” refers to a TRA Holders as defined in the Tax Receivable Agreement.

•        “Transaction Expenses” means the amount of unpaid fees, commissions, costs or expenses that have been incurred by AST or NPA in connection with the Business Combination.

•        “Trust Account” refers to the account in which the Trust Fund is held.

•        “Trust Fund” refers to the trust fund established for the benefit of NPA stockholders.

•        “Vodafone” refers to Vodafone Ventures Limited, a private limited company incorporated under the Laws of England and Wales.

Cautionary Note Regarding Forward-Looking Statements

This proxy statement contains forward-looking statements. These forward-looking statements include statements about the parties’ ability to close the Business Combination, the anticipated benefits of the Business Combination, the financial conditions, results of operations, earnings outlook and prospects of NPA and AST and may include statements for the period following the consummation of the Business Combination. Forward-looking statements appear in a number of places in this proxy statement including, without limitation, in the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of NPA” and “Other Information About NPA.” In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements are based on the current expectations of the management of NPA and AST, and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in “Risk Factors,” those discussed and identified in public filings made with the SEC by NPA and the following:

•        expectations regarding AST’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;

•        the occurrence of any event, change or other circumstances that could give rise to the termination of the Equity Purchase Agreement;

•        the outcome of any legal proceedings that may be instituted against NPA, AST and others following announcement of the Equity Purchase Agreement and transactions contemplated therein;

•        the inability to complete the Business Combination due to the failure to obtain NPA stockholders’ approval;

•        the risk that the proposed Business Combination disrupts current plans and operations of AST as a result of the announcement and consummation of the Business Combination;

•        the ability to recognize the anticipated benefits of the Business Combination;

•        unexpected costs related to the proposed Business Combination;

•        the amount of any redemptions by Public Stockholders of NPA being greater than expected;

•        the management and board composition of SpaceMobile following the proposed Business Combination;

•        the ability to list SpaceMobile’s securities on Nasdaq;

•        limited liquidity and trading of SpaceMobile’s securities;

•        geopolitical risk and changes in applicable laws or regulations;

•        the possibility that AST or NPA may be adversely affected by other economic, business, and/or competitive factors;

•        operational risk;

•        the possibility that the COVID-19 pandemic, or another major disease, disrupts AST’s business;

•        litigation and regulatory enforcement risks, including the diversion of management time and attention and the additional costs and demands on AST’s resources; and

•        the risks that the consummation of the Business Combination is substantially delayed or does not occur.

Should one or more of these risks or uncertainties materialize, or should any of the assumptions made by the management of NPA or AST prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

All subsequent written and oral forward-looking statements concerning the Business Combination or other matters addressed in this proxy statement and attributable to NPA or AST or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this proxy statement. Except to the extent required by applicable law or regulation, NPA and AST undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement or to reflect the occurrence of unanticipated events.

Summary Term Sheet

This Summary Term Sheet, together with the sections entitled “Questions and Answers About the Business Combination and the Special Meeting” and “Summary of the Proxy Statement,” summarize certain information contained in this proxy statement, but does not contain all of the information that is important to you. You should read carefully this entire proxy statement, including the attached annexes, for a more complete understanding of the matters to be considered at the Special Meeting.

•        NPA is a blank check company formed specifically as a vehicle to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. For more information regarding NPA, see the section entitled “Other Information About NPA.”

•        There are currently 28,750,000 shares of NPA Class A Common Stock and NPA Class B Common Stock issued and outstanding, consisting of (i) 23,000,000 public shares and (ii) 5,750,000 Founder Shares. In addition, there are currently 17,600,000 NPA Warrants outstanding, consisting of (i) 11,500,000 NPA Public Warrants originally sold as part of the NPA Units in the IPO and (ii) 6,100,000 Private Placement Warrants. Each whole warrant entitles the holder to purchase one whole share of NPA Class A Common Stock for $11.50 per share. The warrants will become exercisable 30 days following Closing, subject to certain lock-up restrictions. The NPA Warrants will expire five years after the completion of NPA’s initial business combination, at 5:00 p.m., New York time, or earlier upon redemption or liquidation. Once the NPA Warrants become exercisable, NPA may call the NPA Warrants for redemption, if, and only if, the reported last sale price of the NPA Class A Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before NPA sends the notice of redemption to the NPA Warrant holders.

•        AST is an innovative satellite designer and manufacturer. AST and its global partners are building the first and only space-based cellular broadband network to be accessible by standard smartphones. AST’s SpaceMobile low Earth orbit (“LEO”) satellite network is expected to provide global direct mobile broadband network to provide connectivity to any standard, unmodified, off-the-shelf mobile phone or 2G/3G/4G LTE/5G and IoT enabled device (the “SpaceMobile Service”). For more information regarding AST, see the section entitled “Other Information About AST.”

•        On December 15, 2020, NPA, AST, the Existing Equityholders, Sponsor and the Existing Equityholder Representative, entered into the Equity Purchase Agreement, the terms of which are described in this proxy statement, and which is attached hereto as Annex A. The Equity Purchase Agreement, among other things, provides that:

•        NPA will amend and restate our Existing Certificate of Incorporation with the A&R Certificate of Incorporation to, among other things, (i) change the name of NPA to AST SpaceMobile, Inc., (ii) convert all then-outstanding Sponsor Stock, excluding any Forfeited Sponsor Stock (discussed below), into Class A Common Stock and (iii) authorize the issuance of Class B Common Stock and Class C Common Stock;

•        the Existing Equityholders, SpaceMobile and AST will enter into the A&R Operating Agreement which, among other things, will (i) restructure the capitalization of AST to (a) authorize the issuance of the AST Common Units to SpaceMobile, (b) reclassify the Existing AST Units, other than any Existing AST Prior Incentive Equity Units, held by the Existing Equityholders into the number of AST Common Units set forth in Schedule I of the Equity Purchase Agreement, and (c) reclassify all of the Existing AST Prior Incentive Equity Units into AST Incentive Equity Units, concurrently with and subject to adjustments to the AST Options affecting the number of units and exercise price (as applicable) thereof, and (ii) appoint SpaceMobile as the managing member of AST;

•        NPA will replace the Existing Bylaws, by adopting the SpaceMobile Bylaws;

•        NPA has entered into the Subscription Agreements with the PIPE Investors pursuant to which the PIPE Investors have committed to make the PIPE Investment in an aggregate amount of $230 million, for which the PIPE Investors will receive an aggregate of 23 million shares of Class A Common Stock; and

•        without any action on the part of any holder of an NPA Warrant, each NPA Warrant that is issued and outstanding immediately prior to the Closing will become a SpaceMobile Warrant, exercisable for Class A Common Stock in accordance with its terms.

•        In connection with the Equity Purchase Agreement, NPA entered into the following related agreements:

•        Subscription Agreements.    In connection with the execution of the Equity Purchase Agreement, we entered into various Subscription Agreements with the PIPE Investors pursuant to which the PIPE Investors have committed to make the PIPE Investment in an aggregate amount of $230 million. In exchange for the PIPE Investment, the PIPE Investors will receive an aggregate of 23 million shares of Class A Common Stock. We may, prior to the Closing, enter into additional subscription agreements for the sale of Class A Common Stock on terms substantially identical to the Subscription Agreement and subject to the PIPE Investment Cap. The obligations of the parties to consummate the PIPE Investment are conditioned upon, among other things, customary closing conditions and the consummation of the transactions contemplated by the Equity Purchase Agreement.

•        Sponsor Voting Agreement.    At Closing, in connection with the Business Combination, our Sponsor and SpaceMobile will enter into a voting agreement (the “Sponsor Voting Agreement”) a form of which is attached hereto as Annex I, whereby our Sponsor will agree to vote all securities of SpaceMobile owned by it eligible to vote in the election of SpaceMobile’s directors in any election of SpaceMobile’s directors in such manner as may be necessary to elect and/or maintain in office as members of the SpaceMobile Board those individuals designated by the Stockholder Parties pursuant to the Stockholders’ Agreement and to otherwise effect the intent of the provisions of the Stockholders’ Agreement. The Sponsor Voting Agreement will terminate on the first date in which our Sponsor no longer has the right to designate a director to the SpaceMobile Board.

•        In connection with the Closing, NPA will enter into, among others, the following agreements:

•        A&R Certificate of Incorporation and SpaceMobile Bylaws.    NPA will amend and restate (i) subject to receipt of stockholder approval, the Existing Certificate of Incorporation by adopting the A&R Certificate of Incorporation and (ii) the SpaceMobile Bylaws. The Existing Certificate of Incorporation will be amended to (i) change the name of NPA to AST SpaceMobile, Inc., (ii) convert all Sponsor Stock, excluding any Forfeited Sponsor Stock into shares of Class A Common Stock and (iii) authorize the issuance of Class B Common Stock and Class C Common Stock. For more information about the A&R Certificate of Incorporation and SpaceMobile Bylaws see the sections entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — A&R Certificate of Incorporation.”

•        A&R Operating Agreement of AST.    At the Closing, AST, SpaceMobile (as the managing member of AST) and the Existing Equityholders, will enter into the A&R Operating Agreement, a copy of which is attached hereto as Annex C. The A&R Operating Agreement will, among other things, (i) restructure the capitalization of AST to (a) authorize the issuance of AST Common Units to SpaceMobile, (b) reclassify the Existing AST Units, including the AST Series A Preferred Units, AST Series B Preferred Units, and the Existing AST Incentive Units, but excluding the Existing AST Prior Incentive Equity Units, held by the Existing Equityholders into AST Common Units, and (c) reclassify all of the Existing AST Prior Incentive Equity Units into AST Incentive Equity Units, concurrently with and subject to adjustments to the AST Options affecting the number of units and exercise price (as applicable) thereof and (ii) appoint SpaceMobile as the managing member of AST. For more information about the A&R Operating Agreement, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — A&R Operating Agreement of AST.”

•        Stockholders’ Agreement.    SpaceMobile, the AST Equityholders and Sponsor will enter into the Stockholders’ Agreement. Pursuant to the Stockholders’ Agreement, among other things, the AST Equityholders will agree to vote all securities of SpaceMobile that may be voted in the election of SpaceMobile’s directors held by such AST Equityholders in accordance with the provisions

of the Stockholders’ Agreement. At Closing, the SpaceMobile Board will initially consist of 13 directors, with two director seats being vacant. The equityholders of SpaceMobile will have the right to nominate directors as follows: (a) the Key Holders may nominate seven members of the SpaceMobile Board, which amount includes the two initial vacancies for which Avellan will have the right, pursuant to the Stockholders’ Agreement, to designate directors for appointment to such vacancies at any time, (b) Invesat, Vodafone, Sponsor and American Tower each may nominate one member of the SpaceMobile Board, and (c) Rakuten may nominate two members of the SpaceMobile Board. The AST Equityholders and our Sponsor will respectively agree to vote for each of the foregoing nominees. In addition, the Stockholder Parties will agree that, until such date as the Stockholder Parties collectively control less than 50% of the total voting power of SpaceMobile, (i) the Stockholder Parties will take all necessary action to cause SpaceMobile and the SpaceMobile Board to maintain the Redemption Election Committee of the SpaceMobile Board and its delegated powers and (ii) the provisions of the Stockholders’ Agreement relating to the Redemption Election Committee cannot be amended without the express approval of the Redemption Election Committee. Also pursuant to the Stockholders’ Agreement, the Stockholder Parties will agree to take all necessary action to cause Avellan to be the chairperson of the SpaceMobile Board.

Avellan’s right to nominate directors will decrease in proportion to the Key Holders’ ownership interests in the aggregate outstanding voting power of SpaceMobile, such that if the Key Holders, at any point after the Closing Date: (i) own less than 50% of the aggregate outstanding voting power of SpaceMobile, the Key Holders may only nominate five members of the SpaceMobile Board, (ii) own less than 40% of the aggregate outstanding voting power of SpaceMobile, the Key Holders may only nominate three members of the SpaceMobile Board, (iii) own less than 30% of the aggregate outstanding voting power of SpaceMobile, the Key Holders may only nominate two members of the SpaceMobile Board, (iv) own less than 20% of the aggregate outstanding voting power of SpaceMobile, the Key Holders may only nominate one member of the SpaceMobile Board, and (v) own less than 5% of the aggregate outstanding voting power of SpaceMobile, the Key Holders will no longer be entitled to nominate any members of the SpaceMobile Board. If the size of the SpaceMobile Board is increased or decreased, the number of members that Avellan may designate will increase or decrease proportionately to the size of the SpaceMobile Board. For more information about the Stockholders’ Agreement, see section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Stockholders’ Agreement.”

•        Tax Receivable Agreement.    At the Closing of the Business Combination, SpaceMobile, AST, the Existing Equityholders and the TRA Holder Representative will enter into the Tax Receivable Agreement, a form of which is attached hereto as Annex G.

Pursuant to the Tax Receivable Agreement, SpaceMobile will generally be required to pay the TRA Holders 85% of the amount of savings, if any, in U.S. federal, state, local, and foreign taxes that are based on, or measured with respect to, net income or profits, and any interest related thereto that SpaceMobile (and applicable consolidated, unitary, or combined Subsidiaries thereof, if any and collectively the “Tax Group”) realizes, or is deemed to realize, as a result of certain tax attributes, including:

•        existing tax basis in certain assets of AST and certain of its direct or indirect Subsidiaries, including assets that will eventually be subject to depreciation or amortization, once placed in service, attributable to AST Common Units acquired by SpaceMobile from a TRA Holder (including AST Common Units held by a Blocker Corporation acquired by SpaceMobile in a Reorganization Transaction (as defined in the Tax Receivable Agreement)), each as determined at the time of the relevant acquisition;

•        tax basis adjustments resulting from taxable exchanges of AST Common Units (including any such adjustments resulting from certain payments made by SpaceMobile under the Tax Receivable Agreement) acquired by SpaceMobile from a TRA Holder pursuant to the terms of the A&R Operating Agreement;

•        tax deductions in respect of portions of certain payments made under the Tax Receivable Agreement; and

•        certain tax attributes of Blocker Corporations holding AST Common Units that are acquired directly or indirectly by SpaceMobile pursuant to a Reorganization Transaction (each of the foregoing, collectively, the “Tax Attributes”).

Please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Tax Receivable Agreement” for a discussion of the Tax Receivable Agreement and the section entitled “Risk Factors — Risks Relating to Tax” for certain specified risks related to the Tax Receivable Agreement.

•        Registration Rights Agreement.    NPA, the Existing Equityholders and Sponsor (the Existing Equityholders and Sponsor, collectively, the “Holders”) will enter into a Registration Rights Agreement (the “Registration Rights Agreement”) pursuant to which SpaceMobile will grant the Holders certain registration rights with respect to the registrable securities of SpaceMobile. Among other things, the Registration Rights Agreement will require SpaceMobile to register the shares of Class A Common Stock being issued in connection with the Business Combination and any shares of Class A Common Stock issued upon the redemption of any AST Common Units. The Holders will be entitled to (i) make a written demand for registration under the Securities Act of 1933, as amended (the “Securities Act”) of all or part of their shares of Class A Common Stock (up to a maximum of two demands in any 12-month period) and not more than five times in the aggregate and only if the offering will include registrable securities with a total offering price reasonably expected to exceed, in the aggregate, $50 million, and (ii) “piggy-back” registration rights to registration statements filed following the Business Combination. SpaceMobile will bear all of the expenses incurred in connection with the filing of any such registration statement.

•        Unless waived by the parties to the Equity Purchase Agreement, and subject to applicable law, the consummation of the Business Combination is subject to a number of conditions set forth in the Equity Purchase Agreement including, among other things, (i) that NPA has received the Required NPA Stockholder Approval, (ii) that NPA has at least $5,000,001 in tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately prior to closing, (iii) that NPA has no less than $250,000,000 in immediately available cash, after deducting all Transaction Expenses, and (iv) that NPA will remain listed on the Nasdaq and has not received any written notice from Nasdaq that it has failed or would reasonably be expected to fail to meet Nasdaq listing requirements as of the Closing Date. For more information about conditions to the consummation of the Business Combination, see the section entitled “Proposal No. 1 — The Business Combination Proposal — The Equity Purchase Agreement — Conditions to the Closing of the Business Combination.”

•        The Equity Purchase Agreement may be terminated at any time prior to the Closing upon agreement of the parties thereto, or by NPA or AST, acting alone, in specified circumstances. For more information about the termination rights under the Equity Purchase Agreement, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Termination.”

•        The proposed Business Combination involves numerous risks. For more information about these risks, please read the section entitled “Risk Factors.”

•        Pursuant to the Existing Certificate of Incorporation, a Public Stockholder may request that NPA redeem all or a portion of such Public Stockholder’s shares of NPA Class A Common Stock for cash if the Business Combination is consummated. If a Public Stockholder properly exercises its right to redeem its shares of NPA Class A Common Stock and timely delivers its shares to the Transfer Agent, we will redeem each share of NPA Class A Common Stock for a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account (net of taxes payable), divided by the number of then-outstanding shares of NPA Class A Common Stock. For illustrative purposes, as of December 31, 2020, this would have amounted to approximately $10.10 per public share. If a Public Stockholder exercises its Redemption Rights, then it will be exchanging its redeemed shares of NPA Class A Common Stock for cash and will no longer own such shares. Any request to redeem shares of NPA Class A Common Stock, once made, may be withdrawn at any time until the deadline for requesting to exercise Redemption Rights and thereafter, with our consent, until the Closing. See the section entitled “Special Meeting of the NPA Stockholders — Redemption Rights.”

•        It is anticipated that, upon completion of the Business Combination, a Assuming that (i) none of our current stockholders exercise their right to redeem their NPA Class A Common Stock, (ii) the aggregate proceeds received by NPA in connection with the PIPE Investment is $230,000,000, and (iii) there is no Additional PIPE Investment, as of Closing, the Existing Equityholders (including the Key Holders) will hold shares of Common Stock representing 94% of the total voting power of SpaceMobile, the current holders of NPA Class A Common Stock will hold shares of Common Stock representing 6% of the total voting power of SpaceMobile, and the Key Holders will hold shares of Common Stock representing 88% of the total voting power of SpaceMobile.

•        The PIPE Investors have committed to make the PIPE Investment in an aggregate amount of $230 million. In exchange for the PIPE Investment, the PIPE Investors will receive an aggregate of 23 million shares of Class A Common Stock. We may, prior to the Closing, enter into additional subscription agreements for the sale of Class A Common Stock on terms substantially identical to the Subscription Agreements and subject to the PIPE Investment Cap. The obligations of the parties to consummate the PIPE Investment are conditioned upon, among other things, customary closing conditions and the consummation of the transactions contemplated by the Equity Purchase Agreement.

•        The Board considered various factors in determining whether to approve the Equity Purchase Agreement and the Business Combination. For more information about NPA’s decision-making process, see the section entitled “Proposal No. 1 — The Business Combination Proposal — The Board’s Reasons for Approving the Business Combination.”

•        In addition to voting on the Business Combination Proposal at the Special Meeting, NPA’s stockholders will also be asked to vote on:

•        the Nasdaq Proposal to approve, assuming the Business Combination Proposal is approved and adopted, for purposes of complying with applicable Nasdaq listing rules, the issuance by SpaceMobile, as successor to NPA, of Class A Common Stock, Class B Common Stock and Class C Common Stock in the Business Combination in an amount equal to 20% or more of the amount of NPA’s issued and outstanding common stock immediately prior to the issuance.

•        the Charter and Governance Proposals to approve and adopt, assuming the Business Combination Proposal and the Nasdaq Proposal are approved and adopted, the Charter Proposal. In addition to the approval of the A&R Certificate of Incorporation, the stockholders are also separately being presented the following Governance Proposals, on a non-binding advisory basis, in accordance with the SEC guidance to give stockholders the opportunity to present their separate view on important corporate governance provisions:

•        A proposal to increase the total number of authorized shares and classes of stock to 1,225,000,000 shares consisting of (i) 100,000,000 shares of preferred stock, par value $0.0001 per share, (ii) 800,000,000 shares of Class A Common Stock, par value $0.0001 per share, (iii) 200,000,000 shares of Class B Common Stock, par value $0.0001 per share, and (iv) 125,000,000 shares of Class C Common Stock, par value $0.0001 per share.

•        A proposal to provide for certain additional changes, including, among other things, (i) changing the post-Business Combination corporate name from “New Providence Acquisition Corp.” to “AST SpaceMobile, Inc.,” (ii) making SpaceMobile’s corporate existence perpetual,(iii) removing certain provisions related to our status as a blank check company that will no longer apply upon the consummation of the Business Combination and, (iv) removing the provision requiring the Delaware Court of Chancery to serve as the exclusive forum for stockholders to bring certain lawsuits from the A&R Certificate of Incorporation (although a similar provision will be included in the SpaceMobile Bylaws).

•        A proposal to provide that the number of authorized shares of any class or classes of stock may be increased or decreased by the affirmative vote of the holders of a majority of the total voting power of the outstanding shares of capital stock entitled to vote thereon, voting together as a single class.

•        A proposal to provide that the number of directors of SpaceMobile will be not less than five and not more than 19, with the then-authorized number of directors being fixed from time to time by the SpaceMobile Board within such range, which number shall initially be 13.

•        A proposal to provide that the stockholders of SpaceMobile will not be allowed to effect any action by written consent.

•        A proposal to provide that the SpaceMobile Bylaws may only be amended by the affirmative vote of the holders of at least 75% of the voting power of all the then-outstanding shares of voting stock of SpaceMobile with the power to vote generally in an election of Directors, voting together as a single class.

•        A proposal that each share of Class A Common Stock and each share of Class B Common Stock will entitle the holder thereof to one vote on all matters on which stockholders are generally entitled to vote, and each share of Class C Common Stock will, (i) prior to the Sunset Date, entitle the holder thereof to cast a number of votes on all matters on which stockholders generally are entitled to vote equal to the lesser of (x) 10 votes and (y) the Class C Share Voting Amount and (ii) from and after the Sunset Date, entitle the holder thereof to cast one vote.

•        the Director Election Proposal for holders of NPA Class B Common Stock to elect, assuming the Business Combination Proposal, the Nasdaq Proposal, and the Charter Proposal are approved and adopted, 11 Directors of the SpaceMobile Board until the 2021 annual meeting of stockholders or until such directors’ successors have been duly elected and qualified, or until such directors’ earlier death, resignation, retirement or removal.

•        the Incentive Plan Proposal to approve and adopt, assuming the Business Combination Proposal, the Nasdaq Proposal, and the Charter Proposal are approved and adopted, the 2020 Plan, a copy of which is attached to this proxy statement as Annex D.

•        the ESPP Proposal to approve and adopt, assuming the Business Combination Proposal, the Nasdaq Proposal, and the Charter Proposal are approved and adopted, the ESPP, a copy of which is attached to this proxy statement as Annex F.

•        the Adjournment Proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the condition precedent proposals.

For more information, see the sections entitled “Proposal No. 2 — The Nasdaq Proposal,” “Proposal No. 3 — The Charter and Governance Proposals,” “Proposal No. 4 — The Director Election Proposal,” “Proposal No. 5 — The Incentive Plan Proposal,” “Proposal No. 6 — The ESPP Proposal,” and “Proposal No. 7 — The Adjournment Proposal.”

Questions and Answers About the Business Combination and the Special Meeting

Questions and Answers About the Business Combination

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the Special Meeting, including the Business Combination. The following questions and answers do not include all the information that is important to our stockholders. We urge our stockholders to read carefully this entire proxy statement, including the annexes and other documents referred to herein.

Q:     Why are NPA and AST proposing to enter into the Business Combination?

A:     NPA is a blank check company formed specifically as a vehicle to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. In the course of NPA’s search for a business combination partner, NPA investigated the potential acquisition of many entities in various industries, including AST, and concluded that AST was the best candidate for a business combination with NPA. For more details on NPA’s search for a business combination partner and the Board’s reasons for selecting AST as NPA’s Business Combination partner, see the section entitled “Proposal No. 1 — The Business Combination — The Board’s Reasons for Approving the Business Combination” included in this proxy statement.

Q:     What is the purpose of this document?

A:     NPA is proposing to consummate a business combination with AST. NPA, AST, the Existing Equityholders, Sponsor and the Existing Equityholder Representative, have entered into the Equity Purchase Agreement, the terms of which are described in this proxy statement. You are being asked to consider and vote on the Business Combination. The Equity Purchase Agreement, among other things, contemplates that at the closing of the Business Combination:

(i)     NPA will amend and restate our Existing Certificate of Incorporation to, among other things, (a) change the name of NPA to AST SpaceMobile, Inc., (b) convert all then-outstanding Sponsor Stock, excluding any Forfeited Sponsor Stock (discussed below), into Class A Common Stock and (c) authorize the issuance of Class B Common Stock and Class C Common Stock;

(ii)    the Existing Equityholders, SpaceMobile and AST will enter into the A&R Operating Agreement which, among other things, will (a) restructure the capitalization of AST to (1) authorize the issuance of the AST Common Units to SpaceMobile, (2) reclassify the Existing AST Units, other than any Existing AST Prior Incentive Equity Units, held by the Existing Equityholders into the number of AST Common Units set forth in Schedule I of the Equity Purchase Agreement, and (3) reclassify all of the Existing AST Prior Incentive Equity Units into AST Incentive Equity Units, concurrently with and subject to adjustments to the AST Options affecting the number of units and exercise price (as applicable) thereof, and (b) appoint SpaceMobile as the managing member of AST;

(iii)   the Existing Equityholders, SpaceMobile, AST, and the TRA Holder Representative will enter into the Tax Receivable Agreement (please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Tax Receivable Agreement” for a discussion of the Tax Receivable Agreement and the section entitled “Risk Factors — Risks Relating to Tax” for certain specified risks related to the Tax Receivable Agreement);

(iv)   NPA will replace the Existing Bylaws, by adopting the SpaceMobile Bylaws;

(v)    NPA will enter into the Subscription Agreements with the PIPE Investors pursuant to which the PIPE Investors have committed to make the PIPE Investment in an aggregate amount of $230 million, for which the PIPE Investors will receive an aggregate of 23 million shares of Class A Common Stock; and

(vi)   without any action on the part of any holder of an NPA Warrant, each NPA Warrant that is issued and outstanding immediately prior to the Closing will become a SpaceMobile Warrant, exercisable for Class A Common Stock in accordance with its terms.

Assuming that (i) none of our current stockholders exercise their right to redeem their NPA Class A Common Stock, (ii) the aggregate proceeds received by NPA in connection with the PIPE Investment is $230,000,000, and (iii) there is no Additional PIPE Investment, as of Closing, the Existing Equityholders (including the Key Holders) will hold shares of Common Stock representing 94% of the total voting power of SpaceMobile, the current holders of NPA Class A Common Stock will hold shares of Common Stock representing 6% of the total voting power of SpaceMobile, and the Key Holders will hold shares of Common Stock representing 88% of the total voting power of SpaceMobile.

Approval of the Business Combination Proposal will require the affirmative vote of a majority of the votes cast by holders of NPA Class A Common Stock and NPA Class B Common Stock present in person (which includes presence at the virtual Special Meeting) or by proxy at the Special Meeting and entitled to vote thereon, voting as a single class.

Q:     Are any of the proposals conditioned on one another?

A:     Yes, the approval and adoption by the NPA stockholders of the Business Combination Proposal, the Nasdaq Proposal, the Charter Proposal, the Director Election Proposal, the Incentive Plan Proposal and the ESPP Proposal is necessary for the Business Combination to be consummated. It is important for you to note that in the event that the Required NPA Stockholder Approval is not received, NPA will not consummate the Business Combination. The Existing Certificate of Incorporation does not provide any means to extend the March 15, 2021 deadline for completing a business combination; however, the Equity Purchase Agreement requires us to propose an amendment (the “Charter Extension”) to the Existing Certificate of Incorporation for the purpose of effecting an extension of such deadline. A Charter Extension was proposed and adopted at the Annual Meeting on March 12, 2021. As a result, the Existing Certificate of Incorporation was amended to extend the March 15, 2021 deadline for completing a business combination to June 15, 2021. If NPA does not consummate the Business Combination and fails to complete an initial business combination by June 15, 2021, NPA will be required to dissolve and liquidate.

Adoption of the Governance Proposals and the Adjournment Proposal are not conditioned upon the adoption of any of the other Proposals.

Q:     When is the Business Combination expected to occur?

A:     Assuming the requisite stockholder approvals are received, NPA expects that the Business Combination will occur as soon as practicable following the Special Meeting and no later than June 14, 2021.

Q:     How will SpaceMobile be managed following the Business Combination and who will manage it?

A:     Following the Closing, we will be organized as an umbrella partnership-C corporation (“Up-C”) structure, in which substantially all of the operating assets of SpaceMobile will be held by AST, and our only assets will be equity interests in AST.

The current management team of AST, including Abel Avellan, who currently serves as Chairman of the AST board of directors and Chief Executive Officer, will serve in the same roles at SpaceMobile following the consummation of the Business Combination. For more information on SpaceMobile’s anticipated management, see the section entitled “SpaceMobile Management After the Business Combination” in this proxy statement.

Upon the completion of the Business Combination, the Key Holders, which include Avellan and his permitted transferees, will hold all the outstanding shares of Class C Common Stock, which prior to the Sunset Date will entitle such holders to cast the lesser of 10 votes per share and the Class C Share Voting Amount, the latter of which is a number of votes per share equal to (x) the Closing Class C Percentage (which we anticipate will be approximately 88%) of the total voting power of the outstanding voting stock of SpaceMobile, minus (y) the total voting power of the outstanding stock of SpaceMobile owned or controlled by the Key Holders, divided by (z) the number of shares of Class C Common Stock then outstanding. The practical effect of the formula used to calculate the Class C Share Voting Amount is that it will cap the aggregate voting power of

the Class C Common Stock so that, in most scenarios, the voting power of the Class C Common Stock will not increase, or will increase more slowly than it would otherwise in the event the Class C holders acquire additional voting stock in SpaceMobile. As a result, following the Closing, we anticipate the Key Holders will control approximately 88% of the combined voting power of the Common Stock, and may control a majority of the voting power of SpaceMobile so long as the Class C Common Stock represents at least 9.1% of SpaceMobile’s total Common Stock. The Class C Common Stock held by the Key Holders does not include any economic interest in SpaceMobile, including rights to dividends. As a result of the Key Holders’ holdings after the Closing, we will qualify as a “controlled company” within the meaning of the corporate governance standards of Nasdaq. Under these rules, a listed company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirement that (i) a majority of the SpaceMobile Board consist of independent directors, (ii) we have a compensation committee that is composed entirely of independent directors and (iii) director nominees be selected or recommended to the board by independent directors.

We expect to rely on certain of these exemptions after the Closing. As a result, we will not have a compensation committee consisting entirely of independent directors and our directors will not be nominated or selected solely by independent directors. We may also rely on the other exemptions so long as we qualify as a controlled company. To the extent we rely on any of these exemption, holders of Class A Common Stock will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of Nasdaq. For more a more detailed discussion of the implications of being a “controlled company,” see the sections entitled “Summary of the Proxy Statement — Emerging Growth Company, Smaller Reporting Company and Controlled Company” and “Risk Factors — Risks Relating to Our Organization and Structure — Following the Closing, we will be a “controlled company” within the meaning of the Nasdaq listing standards and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to stockholders of companies that are subject to such requirements.”

Q:     What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

A:     Upon completion of the IPO, a total of $230,000,000 was placed in the Trust Account maintained by Continental Stock Transfer & Trust Company, acting as trustee. As of December 31, 2020, there were investments and cash held in the Trust Account of approximately $232,196,027. These funds will not be released until the earlier of the completion of the Business Combination and the redemption of shares of NPA Class A Common Stock if we are unable to complete an initial business combination by June 15, 2021, although we may withdraw the interest earned on the funds held in the Trust Account to pay taxes.

Q:     What happens if a substantial number of the Public Stockholders vote in favor of the Business Combination Proposal and exercise their Redemption Rights?

A:     NPA’s Public Stockholders may vote in favor of the Business Combination and exercise their Redemption Rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Stockholders are reduced as a result of redemptions by Public Stockholders.

However, the consummation of the Business Combination is conditioned upon, among other things, approval by NPA’s stockholders of the Equity Purchase Agreement and the Business Combination and that NPA shall have no less than $250 million in immediately available cash (comprised of cash not redeemed from the Trust Account and cash raised in the PIPE Investment or any Additional PIPE Investment), after deducting all Transaction Expenses.

In addition, with fewer shares of NPA Class A Common Stock and Public Stockholders, the trading market for Class A Common Stock may be less liquid than the market for shares of NPA Class A Common Stock was prior to consummation of the Business Combination and NPA may not be able to meet the listing standards for Nasdaq or another national securities exchange. In addition, with less funds available from the Trust Account, the working capital infusion from the Trust Account into SpaceMobile’s business will be reduced.

Q:     What happens if the Business Combination is not consummated?

A:     If NPA does not consummate a business combination by June 15, 2021, NPA will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the shares of NPA Class A Common Stock, at a per-share price, payable in cash, equal to the aggregate amount in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay franchise and income taxes, divided by the number of then outstanding shares of NPA Class A Common Stock and (iii) as promptly as reasonably possible following such redemption, dissolve and liquidate. There will be no Redemption Rights or liquidating distributions with respect to the NPA Warrants, which will expire worthless if NPA fails to complete a business combination within the 21-month time period. If the Business Combination is not consummated, AST will continue operating as a private company. The Existing Certificate of Incorporation does not provide any means to extend the March 15, 2021 deadline for completing a business combination; however, the Equity Purchase Agreement requires us to propose Charter Extension for the purpose of effecting an extension of such deadline. A Charter Extension was proposed and adopted at the Annual Meeting on March 12, 2021. As a result, the Existing Certificate of Incorporation was amended to extend the March 15, 2021 deadline for completing a business combination to June 15, 2021. If NPA does not consummate the Business Combination and fails to complete an initial business combination by June 15, 2021, NPA will be required to dissolve and liquidate.

Q:     What happens to the funds deposited in the Trust Account following the Closing?

A:     If the Business Combination is consummated, the funds held in the Trust Account will be released to pay (i) a portion of NPA’s aggregate costs, fees and expenses in connection with the consummation of the Business Combination, (ii) tax obligations and advisory fees and (iii) for any redemptions of any shares of NPA Class A Common Stock. Any funds remaining in the Trust Account after such uses will be released to SpaceMobile and utilized to fund working capital needs of SpaceMobile. As of December 31, 2020, there was approximately $232,196,027 in the Trust Account. NPA estimates that approximately $10.10 per outstanding share of NPA Class A Common Stock will be paid to the Public Stockholders exercising their Redemption Rights.

Q:     Do any of NPA’s directors or officers or the Sponsor have interests that may conflict with the interests of NPA’s stockholders with respect to the Business Combination?

A:     NPA’s directors and officers may have interests in the Business Combination that are different from your interests as a stockholder. On June 20, 2019, Sponsor purchased an aggregate of 3,593,750 Founder Shares, for an aggregate offering price of $25,000 at an average purchase price of approximately $0.007 per share. In August 2019, NPA effected a stock split resulting in an increase in the total number of shares of NPA Class B Common Stock outstanding from 3,593,750 to 5,750,000, such that the total number of Founder Shares would represent 20% of the total number of shares of NPA Common Stock outstanding upon completion of the IPO. In addition, Sponsor purchased an aggregate of 6,100,000 Private Placement Warrants at a price of $1.00 per warrant. This purchase took place on a private placement basis simultaneously with the completion of the IPO.

If NPA does not consummate the Business Combination by June 15, 2021, NPA will be required to dissolve and liquidate and the securities held by our Sponsor, will be of no value because our Sponsor has agreed to waive its rights to any liquidation distributions. The Existing Certificate of Incorporation does not provide any means to extend the March 15, 2021 deadline for completing a business combination; however, the Equity Purchase Agreement requires us to propose a Charter Extension for the purpose of effecting an extension of such deadline. A Charter Extension was proposed and adopted at the Annual Meeting on March 12, 2021. As a result, the Existing Certificate of Incorporation was amended to extend the March 15, 2021 deadline for completing a business combination to June 15, 2021. If NPA does not consummate the Business Combination and fails to complete an initial business combination by June 15, 2021, NPA will be required to dissolve and liquidate.

In addition, if, at the Closing, the amount in our Trust Account, and the amount raised in private transactions including any PIPE Investment prior to the payment of any Transaction Expenses is less than $400,000,000, Sponsor and NPA will irrevocably terminate, forfeit and cancel, for no consideration and without further right, obligation or liability, a number of shares of Sponsor Stock such that the total number of issued and

outstanding Sponsor Stock immediately prior to the Closing equals 20% of the total number of shares of issued and outstanding NPA Class A Common Stock and shares of NPA Class B Common Stock as of immediately prior to the closing of the Business Combination.

Please also see the sections entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination; Risk Factors — Risks Relating to NPA — Directors of NPA have potential conflicts of interest in recommending that stockholders vote in favor of approval of the Business Combination and approval of the other proposals described in this proxy statement.; and Risk Factors — Risks Relating to the Business Combination — Our Initial Stockholders, including sponsor, directors and officers have potential conflicts of interest in recommending that NPA stockholders vote in favor of approval of the Business Combination and approval of the other proposals described in this proxy statement.; and Risk Factors — Risks Related to NPA.” for more information on the interests and relationships of Sponsor and current officers and directors of NPA.

Q:     What voting interests will NPA’s current stockholders, the Initial Stockholders, the PIPE Investors and the Existing Equityholders hold in SpaceMobile immediately after the consummation of the Business Combination?

A:     We anticipate that, upon completion of the Business Combination, the voting interests in SpaceMobile will be as set forth in the table below:

____________

(1)      Assumes that (i) none of the holders of NPA Class A Common Stock exercise their Redemption Rights, (ii) the parties to the Equity Purchase Agreement incur $45 million in Transaction Expenses, (iii) there is no Forfeited Sponsor Stock, (iv) none of the parties to the Equity Purchase Agreement purchase shares of NPA Class A Common Stock on the open market, and (v) there are no other issuances of equity interests of NPA prior to or in connection with the Closing.

(2)      Assumes that (i) stockholders holding 16.6 million of NPA Class A Common Stock exercise their Redemption Rights, (ii) the parties to the Equity Purchase Agreement incur $45 million in Transaction Expenses, (iii) the Sponsors forfeit 4.1 million shares of Forfeited Sponsor Stock, (iv) none of the parties to the Equity Purchase Agreement purchase shares of NPA Class A Common Stock on the open market and (v) there are no other issuances of equity interests of NPA prior to or in connection with the Closing.

Q:     What is an “Up-C” Structure?

A:     Our corporate structure following the Business Combination, as described under the section entitled “Proposal No. 1 — The Business Combination Proposal — The Equity Purchase Agreement,” is commonly referred to as an “Up-C” structure, which is often used by partnerships and limited liability companies when they undertake an initial public offering either directly or through a business combination with a special purpose acquisition company, such as NPA. In connection with the organization of SpaceMobile as an “Up-C” structure, in consummation of the Business Combination, the existing shareholders of AST will exchange their Existing AST Units for AST Common Units, which will be redeemable for cash or shares of Class A Common Stock, and, in the case of the Existing AST Equity Holders, will receive a class of noneconomic common shares (Class B Common Stock) and, in the case of Abel Avellan, the current controlling party of AST, will receive a class of super-voting, noneconomic common shares (Class C Common Stock) in SpaceMobile.

Following the consummation of the Business Combination, SpaceMobile will be a holding company, and, accordingly, all the business of AST will be held directly by AST, of which SpaceMobile will be the managing member, and SpaceMobile’s only direct asset will consist of the AST Common Units. As the managing member of AST, SpaceMobile will have full, exclusive and complete discretion to manage and control the business of

AST and to take all action it deems necessary, appropriate, advisable, incidental, or convenient to accomplish the purposes of AST set forth in the A&R Operating Agreement, and, accordingly, the financial statements of AST will be prepared on a consolidated basis with SpaceMobile. SpaceMobile may not be removed as managing member of AST.

The Up-C structure will allow the Existing Equityholders to continue to realize tax benefits associated with owning interests in an entity that is treated as a partnership, or “pass through” entity, for U.S. federal income (and certain state and local) tax purposes following the Business Combination. One of these benefits is that, for U.S. federal income (and certain state and local) purposes, future taxable income of AST that is allocated to the Existing Equityholders will be taxed on a flow-through basis and therefore AST will generally not for U.S. federal income (and certain state and local) purposes, be subject to corporate income taxes at the entity level (that it would generally be subject to if it were treated as a corporation for such applicable tax purposes). See the sections entitled “Proposal No. 1 — The Business Combination Proposal” for more information.

Q:     What conditions must be satisfied to complete the Business Combination?

A:     Unless waived by the parties to the Equity Purchase Agreement, and subject to applicable law, the consummation of the Business Combination is subject to a number of conditions set forth in the Equity Purchase Agreement including, among other things, that (i)  NPA has received the Required NPA Stockholder Approval, (ii)  NPA has at least $5,000,001 in tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately prior to closing, (iii) NPA has no less than $250,000,000 in immediately available cash, after deducting all Transaction Expenses, and (iv) NPA will remain listed on the Nasdaq and has not received any written notice from Nasdaq that it has failed or would reasonably be expected to fail to meet Nasdaq listing requirements as of the Closing Date.

Questions and Answers About the Special Meeting for NPA’s Stockholders

Q:     What is being voted on at the Special Meeting?

A:     Below are the Proposals that NPA’s stockholders are being asked to vote on:

•        the Business Combination Proposal to approve and adopt the Equity Purchase Agreement and the transactions contemplated by the Equity Purchase Agreement;

•        the Nasdaq Proposal to approve, for purposes of complying with applicable Nasdaq listing rules, the issuance by SpaceMobile, as successor to NPA, of Class A Common Stock, Class B Common Stock and Class C Common Stock in the Business Combination in an amount equal to 20% or more of the amount of NPA’s issued and outstanding common stock immediately prior to the issuance;

•        the Charter Proposal to approve and adopt the A&R Certificate of Incorporation, which, if approved would take effect upon Closing, and the Governance Proposals, to approve, on a non-binding advisory basis, certain corporate governance provisions;

•        the Director Election Proposal for holders of NPA Class B Common Stock to elect 11 Directors of the SpaceMobile Board until the 2021 annual meeting of stockholders, respectively, or until such directors’ successors have been duly elected and qualified, or until such directors’ earlier death, resignation, retirement or removal;

•        the Incentive Plan Proposal to approve and adopt the 2020 Plan;

•        the ESPP Proposal to approve and adopt the ESPP; and

•        the Adjournment Proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the condition precedent proposals.

Approval of the Business Combination Proposal, the Nasdaq Proposal, the Governance Proposals, the Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal each require the affirmative vote of a majority of the votes cast by holders of shares of NPA Common Stock present in person (which would include presence at the virtual Special Meeting) or by proxy at the Special Meeting and entitled to vote thereon, voting as a single class. Approval of the Charter Proposal requires the affirmative vote of holders of a majority of the outstanding shares of NPA Common Stock, voting together as a single class, entitled to vote thereon at the Special Meeting. The election of the director nominees pursuant to the Director Election Proposal requires the affirmative vote of a plurality of the outstanding shares of NPA Class B Common Stock cast by NPA’s stockholders present in person or by proxy at the virtual Special Meeting and entitled to vote thereon. Holders of NPA Class A Common Stock have no right to vote on the election, removal or replacement of any director.

Q:     When and where is the Special Meeting?

A:     The Special Meeting will be held via live webcast on April 1, 2021, at 10:00 a.m., Eastern Time. Due to the COVID-19 pandemic, NPA will be holding the Special Meeting virtually at the following URL: https://www.cstproxy.com/npa-corp/2021.

Q:     Who may vote at the Special Meeting?

A:     Only holders of record of NPA Common Stock as of the close of business on March 1, 2021 may vote at the Special Meeting. As of the Record Date, there were 28,750,000 shares of NPA Common Stock outstanding and entitled to vote. Please see the section entitled “Special Meeting of the NPA Stockholders — Record Date; Who is Entitled to Vote” for further information.

Q:     What is the quorum requirement for the Special Meeting?

A:     The holders present in person or by proxy of shares of outstanding capital stock of NPA representing a majority of the voting power of all outstanding shares of capital stock of NPA entitled to vote at the Special Meeting will constitute a quorum. Our Initial Stockholders will count toward this quorum and pursuant to that certain Letter Agreement, entered into at the time of our IPO, by and among NPA, our Initial Stockholders, our Sponsor, and each director and executive officer of NPA (the “Letter Agreement”) our Sponsor, officers and directors have agreed to vote their Founder Shares and any public shares purchased during or after our IPO in favor of the Business Combination.

Q:     What vote is required to approve the Proposals?

A:     Approval of the Business Combination Proposal, the Nasdaq Proposal, the Governance Proposals, the Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal each require the affirmative vote of a majority of the votes cast by holders of shares of NPA Common Stock present in person (which would include presence at the virtual Special Meeting) or by proxy at the Special Meeting and entitled to vote thereon, voting as a single class.

Pursuant to the Letter Agreement, our Initial Stockholders have agreed to vote their Founder Shares and any public shares purchased during or after our IPO in favor of the Business Combination. As of the date hereof, such stockholders own 20% of the total issued and outstanding shares of NPA Common Stock. Assuming only the minimum shares of NPA Common Stock necessary to constitute a quorum are present in person or by proxy at the Special Meeting, only 8,625,001 shares or 37.5% of the outstanding shares of NPA Common Stock not subject to the Letter Agreement must be voted in favor of the Business Combination for the Business Combination Proposal to be approved. The agreement by our Initial Stockholders to vote in favor of the Business Combination Proposal will increase the likelihood that we will receive the requisite stockholder approval. Approval of the Charter Proposal requires the affirmative vote of holders of a majority of the outstanding shares of NPA Common Stock, voting together as a single class, entitled to vote thereon at the Special Meeting.

The election of the director nominees pursuant to the Director Election Proposal requires the affirmative vote of a plurality of the outstanding shares of NPA Class B Common Stock cast by NPA’s stockholders present in person or by proxy at the virtual Special Meeting and entitled to vote thereon. Holders of NPA Class A Common Stock have no right to vote on the election, removal or replacement of any director.

Q:     How will the Initial Stockholders vote?

A:     Pursuant to the Letter Agreement, our Initial Stockholders, our Sponsor, officers and directors have agreed to vote their Founder Shares and any public shares purchased during or after our IPO in favor of the Business Combination.

Q:     Do I have Redemption Rights?

A:     If you are a holder of shares of NPA Class A Common Stock, you have the right to request that NPA redeem all or a portion of your NPA Class A Common Stock for cash, but you must follow the procedures and deadlines described elsewhere in this proxy statement. Public Stockholders may elect to redeem all or a portion of such Public Stockholder’s shares of NPA Class A Common Stock even if they vote for the Business Combination Proposal. We sometimes refer to these rights to elect to redeem all or a portion of the NPA Class A Common Stock into a pro rata portion of the cash held in the Trust Account as “Redemption Rights.” If you wish to exercise your Redemption Rights, please see the answer to the next question, “— How do I exercise my Redemption Rights?”

Notwithstanding the foregoing, a holder of NPA Class A Common Stock, together with any affiliate of such Public Stockholder or any other person with whom such Public Stockholder is acting in concert or as a “group” (as defined in Section 13 of the Exchange Act), will be restricted from redeeming its NPA Class A Common Stock with respect to more than an aggregate of 15% of the shares of NPA Class A Common Stock, without our prior consent. Accordingly, if a Public Stockholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the shares of the NPA Class A Common Stock, then any such shares in excess of that 15% limit would not be redeemed for cash, without our prior consent.

Pursuant to the Letter Agreement, our Sponsor and Initial Stockholders have agreed to waive their Redemption Rights with respect to their Founder Shares and public shares in connection with the completion of a business combination.

The consummation of the Business Combination is conditioned upon, among other things, approval by NPA’s stockholders of the Equity Purchase Agreement and the Business Combination. Unless waived, if any of these conditions are not satisfied, the Business Combination may not be consummated. Furthermore, in no event will we redeem our NPA Class A Common Stock in an amount that would cause our net tangible assets to be less than $5,000,001. See the section entitled “Proposal No. 1 — The Business Combination Proposal — The Equity Purchase Agreement.”

Q:     How do I exercise my Redemption Rights?

A:     Pursuant to the Existing Certificate of Incorporation, if a stockholder vote is required for the Business Combination to be consummated, NPA must offer to redeem for cash all or a portion of the shares of NPA Class A Common Stock held by a Public Stockholder. You will be entitled to receive cash for any shares of NPA Class A Common Stock to be redeemed only if you:

(i)     (a) hold shares of NPA Class A Common Stock, or (b) hold NPA Units and you elect to separate your NPA Units into the underlying shares of NPA Class A Common Stock and NPA Public Warrants prior to exercising your Redemption Rights with respect to the shares of NPA Class A Common Stock; and

(ii)    prior to 9:00 a.m., New York time, on March 30, 2021 (two business days prior to the vote at the Special Meeting), (a) submit a written request to the Transfer Agent, that we redeem your shares of NPA Class A Common Stock for cash, and (b) deliver your shares of NPA Class A Common Stock to the Transfer Agent, physically or electronically through the Depository Trust Company (“DTC”).

Holders of NPA Units must elect to separate the underlying shares of NPA Class A Common Stock and NPA Public Warrants prior to exercising Redemption Rights with respect to the shares of NPA Class A Common Stock. If holders hold their NPA Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the NPA Units into the underlying shares of NPA Class A Common Stock and NPA Public Warrants, or if a holder holds NPA Units registered in its own name, the holder must contact the Transfer Agent directly and instruct it to do so. Public Stockholders may elect to redeem all or a portion of their shares of NPA Class A Common Stock even if they vote for the Business Combination Proposal. If the Business Combination is not consummated, the NPA Class A Common Stock will not be redeemed for cash. If the Business Combination is consummated and a Public Stockholder properly exercises its right to redeem its shares of NPA Class A Common Stock and timely delivers its shares to the Transfer Agent, we will redeem each share of NPA Class A Common Stock for a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account (net of taxes payable), divided by the number of then-outstanding shares of NPA Class A Common Stock. For illustrative purposes, as of December 31, 2020, this would have amounted to approximately $10.10 per public share. If a Public Stockholder exercises its Redemption Rights, then it will be exchanging its redeemed shares of NPA Class A Common Stock for cash and will no longer own such shares. Any request to redeem shares of NPA Class A Common Stock, once made, may be withdrawn at any time until the deadline for requesting to exercise Redemption Rights and thereafter, with our consent, until the Closing. Furthermore, if a holder of shares of NPA Class A Common Stock delivers its certificate in connection with an election of its redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that NPA instruct our Transfer Agent to return the certificate (physically or electronically). The holder can make such request by contacting the Transfer Agent, at the address or email address listed in this proxy statement. We will be required to honor such request only if made prior to the deadline for requesting to exercise Redemption Rights. See the section entitled “Special Meeting of the NPA Stockholders — Redemption Rights” in this proxy statement for a detailed description of the procedures to be followed if you wish to redeem your shares of NPA Class A Common Stock for cash.

Notwithstanding the foregoing, a Public Stockholder, together with any affiliate of such Public Stockholder or any other person with whom such Public Stockholder is acting in concert or as a “group” (as defined in Section 13 of the Exchange Act), will be restricted from redeeming its shares of NPA Class A Common Stock with respect to more than an aggregate of 15% of the shares of NPA Class A Common Stock, without our prior consent. Accordingly, if a Public Stockholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the shares of NPA Class A Common Stock, then any such shares in excess of that 15% limit would not be redeemed for cash, without our prior consent.

Q:     Will how I vote on the Business Combination Proposal affect my ability to exercise Redemption Rights?

A:     No. You may exercise your Redemption Rights irrespective of whether you vote for or against the Business Combination Proposal or any other proposal described by this proxy statement. As a result, the Equity Purchase Agreement can be approved by stockholders who will redeem their NPA Class A Common Stock and no longer remain stockholders, leaving stockholders who choose not to redeem their shares holding shares in a company with a less liquid trading market, fewer stockholders, less cash and the potential inability to meet the listing standards of Nasdaq.

Q:     Do I have appraisal rights in connection with the proposed Business Combination?

A:     No. Neither our stockholders nor our warrant holders have appraisal rights in connection with the Business Combination under the General Corporation Law of Delaware, as amended (the “DGCL”).

Q:     What do I need to do now?

A:     We urge you to read carefully and consider the information contained in this proxy statement, including the annexes, and consider how the Business Combination will affect you as an NPA stockholder or warrant holder. You should vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card.

and the competitive environment in which it operates. The development of a satellite-based global direct wireless broadband network and related intellectual property is a speculative undertaking, involves a substantial degree of risk, is a capital-intensive business and may ultimately fail. If AST cannot successfully execute its plan to develop a global direct wireless broadband network from LEO satellites, referred to as SpaceMobile Service, its business will not succeed.

AST’s potential profitability is dependent upon the successful development and successful commercial introduction and acceptance of SpaceMobile Service, which may not occur. Even if AST is able to successfully develop its SpaceMobile Service, there can be no assurance that it will be commercially successful and become profitable on a sustained basis, if at all. AST expects to have quarter-to-quarter fluctuations in revenues, expenses and capital expenditures, some of which could be significant, due to research, development, manufacturing expenses and the investments required to manufacture and launch the SpaceMobile Service constellation satellites.

AST will rely on MNOs and require regulatory approvals to access the spectrum the SpaceMobile Service needs to operate.

Unlike traditional mobile satellite services, the SpaceMobile Service does not deliver service over spectrum allocated for mobile satellite use. Rather, SpaceMobile is designed to deliver service over spectrum allocated for terrestrial mobile use. To do so, national regulators will need to approve the SpaceMobile Service’s use of spectrum in this manner. AST cannot be sure that these regulatory approvals will be forthcoming or, if received, that they will be issued at a time and on terms and conditions that will allow AST to meet its business plan. AST will also need to reach cooperative agreements with MNOs pursuant to which they will agree to provide AST with access to their licensed spectrum on suitable terms and conditions. AST cannot be sure that such agreements can be reached or that the terms of such agreements will allow AST to provide the SpaceMobile Service for a sufficient period of time or on terms and conditions that will allow AST to meet its business plan.

AST has a limited operating history and operates in a rapidly evolving industry, which makes it difficult to evaluate its business and future prospects and increases the risk of your investment.

Formed in May 2017, AST has a limited operating history in the satellite communications industry, which is rapidly evolving. As a result, there is limited information on which investors can base an evaluation of its business, strategy, operating plan, results and prospects. AST intends to derive substantially all of its revenues from the SpaceMobile Service, which is still in the beginning stages of development. There are also no assurances that AST will be able to secure future business with MNOs, who are in turn expected to market and sell the SpaceMobile Service to their existing customers as the end-user.

It is difficult to predict future revenues and appropriately budget for expenses, and AST has limited insight into trends that may emerge and affect its business. The projected financial information appearing elsewhere in this proxy statement has been prepared by AST’s management and reflects current estimates of future performance. In addition, AST is a pre-revenue company facing substantial business and operational risks, including a relatively untested market strategy, all of which makes forecasting future business results particularly difficult and results in a significant level of execution risk inherent in the projections. In addition, the projections by their nature become less predictive with each successive year, and any assumptions and forecasts that are not realized in early periods could have a compounding effect on the forecasts shown for later periods, and any failure of an assumption or forecasts to be reflective of actual results in an early period could have a greater effect on the forecasted results failing to be reflective of actual events in later periods. For example, the projections include assumptions relating to, among other things, the number of subscribers that would use the SpaceMobile Service, the speed at which the SpaceMobile Service is adopted, the costs associated with manufacturing and launching satellites, which cannot be assured, and the lack of direct competitors. If any of these assumptions turns out to be inaccurate in any significant respect, actual results will differ, potentially materially, from the forecasted results set forth in the projections. Similarly the projections include assumptions regarding the speed at which the SpaceMobile Service will be adopted through the use of automatic prompts that are made via text message directly to the end-user customer’s mobile phone, and, while similar technology has proven effective in other contexts, such as selling roaming or international cellular coverage to MNO end-user customers, it has not been tested in this context and may prove to be less effective than anticipated. The projections also assume a market and competitive landscape based on technology currently available. However, new or disruptive technologies could significantly alter the market for AST’s services and the competition facing AST’s business. The assumptions underlying such projected information require the exercise of judgement and may not occur, and the projections are

subject to uncertainty due to the effects of technical, economic, business, competitive, regulatory, legislative, and political or other changes. As a result, there can be no assurance that the projections will be realized or that actual results will not be significantly different from the projections.

AST’s ability to successfully implement its business plan will depend on a number of factors outside of its control.

The success of AST’s business plan is dependent on a number of factors outside of its control, including:

•        the ability to maintain the functionality, capacity and control of the SpaceMobile Service and satellite network once launched;

•        the ability to access MNO spectrum on suitable terms to AST;

•        the level of market acceptance and demand for AST’s products and services from MNOs and their end-user customers;

•        the ability to introduce innovative new products and services that satisfy market demand;

•        the ability to comply with all applicable regulatory requirements in the countries in which it plans to operate;

•        the effectiveness of competitors in developing and offering similar services and products; and

•        the ability to maintain competitive prices for AST’s products and services and to control its expenses.

In addition, if the experience of the SpaceMobile Service’s end-users is not reasonably equivalent to the experience they have using a terrestrial network, AST may not achieve widespread customer acceptance.

AST is highly dependent on the services of Abel Avellan, its founder and Chief Executive Officer, and if AST is unable to retain Mr. Avellan, attract and retain key employees and hire qualified management, technical and engineering personnel, its ability to compete could be harmed.

AST’s success depends, in part, on its ability to retain its key personnel. AST is highly dependent on the services of Abel Avellan, its founder and Chief Executive Officer. Mr. Avellan is the source of many of the unique technology and development of AST’s business. If Mr. Avellan were to discontinue his employment with AST due to death, disability or any other reason, AST would be significantly disadvantaged. The unexpected loss of or failure to retain one or more of AST’s key employees could adversely affect AST’s business.

AST’s success also depends, in part, on its continuing ability to identify, hire, attract, train and develop other highly qualified personnel, in particular engineers. Experienced and highly skilled employees are in high demand, competition for these employees can be intense and there may be concerns regarding new employees’ unauthorized disclosure of competitors’ trade secrets, and AST’s ability to hire, attract and retain them depends on its ability to provide competitive compensation. Because AST’s satellites are based on a different technology platform than traditional LEO satellites, individuals with sufficient training in its technology may not be available to hire, and as a result, AST will need to expend significant time and expense training the employees it does hire. AST may not be able to attract, assimilate, develop or retain qualified personnel in the future, and its failure to do so could adversely affect AST’s business, including the execution of its global business strategy. Any failure by AST’s management team and AST’s employees to perform as expected may have a material adverse effect on AST’s business, prospects, financial condition and operating results.

Rapid and significant technological changes could render the SpaceMobile Service obsolete and impair its ability to compete.

The satellite communications industry is subject to rapid advances and innovations in technology. AST may face competition in the future from companies using new technologies and new satellite systems. New technology could render the planned SpaceMobile Service obsolete or less competitive by satisfying customer demand in more attractive ways or through the introduction of incompatible standards. Particular technological developments that could adversely affect the business plan may include the deployment by AST’s competitors of new satellites with greater power, flexibility, efficiency or capabilities than AST’s, as well as continuing improvements in terrestrial wireless technologies. For AST to keep pace with technological changes and remain competitive, it may need to

make significant capital expenditures, including capital to design and launch new products and services. Customer acceptance of the products and services that AST offers may continually be affected by technology-based differences in product and service offerings compared to those of competitors. New technologies may also be protected by patents or other intellectual property laws and therefore may not be available. Any failure to implement new technology within AST’s SpaceMobile Service may compromise its ability to compete.

If AST fails to manage its future growth effectively, its business, prospects, operating results and financial condition may be materially adversely effected.

AST intends to expand its operations significantly as it develops the SpaceMobile Service and commences commercial operations. To properly manage its growth, it will need to hire and retain additional personnel, upgrade its existing operational management and financial and reporting systems, and improve its business processes and controls. AST’s future expansion will include:

•        hiring and training new personnel;

•        assembling and servicing the satellite network;

•        developing new technologies;

•        controlling expenses and investments in anticipation of expanded operations;

•        upgrading the existing operational management and financial reporting systems and team to comply with requirements as a public company; and

•        implementing and enhancing administrative infrastructure, systems and processes.

Failure to manage growth effectively could have a material adverse effect on the quality of the execution of AST’s business plan, its ability to attract and retain professionals, as well as its business, financial condition and results of operations.

In addition, as AST introduces new services or enters into new markets, AST may face new market, technological, operational, compliance and administrative risks and challenges, including risks and challenges unfamiliar to AST. AST may not be able to mitigate these risks and challenges to achieve its anticipated growth or successfully execute large and complex projects, which could materially adversely affect AST’s business, prospects, financial condition and results of operations.

AST could fail to achieve revenue, or experience a decline in revenue, as a result of increasing competition from companies in the wireless communications industry, including wireless and other satellite operators, and from the extension of land-based communications services or new technologies.

AST may face increased competition from new competitors, new technologies or new equipment, including new LEO constellations and expansion of existing geostationary satellite systems or new technology that could eliminate the need for a satellite system. Satellite service providers or others that rely on satellites for their business purposes and end markets, including AST, face a currently challenging industry as evidenced by the recent bankruptcies of OneWeb and Intelsat. The provision of satellite-based services and products is subject to downward price pressure when capacity exceeds demand. In addition to satellite-based competitors, terrestrial voice and data service providers, both wireline and wireless, could further expand into rural and remote areas and provide the same general types of services and products that AST intends to provide. Although satellite communications services and terrestrial communications services are not perfect substitutes, the two compete in some markets and for some services and this competition may increase if the SpaceMobile Service proves successful. Consumers generally perceive terrestrial wireless voice communication products and services as less expensive and more convenient than those that are satellite-based. As a result of competition, AST may not be able to successfully launch its SpaceMobile Service or products, retain its customers and attract new customers.

AST faces competition from existing and potential competitors in the telecommunications industry, including terrestrial and satellite-based network systems.

The mobile satellite services industry at-large is highly competitive, and AST currently faces substantial general competition from other service providers that offer a range of mobile and fixed communications options. There are also

a number of competitors working to develop innovative solutions to compete in this industry. In addition, while AST views its services as largely complementary to terrestrial wireline and wireless communications networks through its MNO partnerships, it also competes with them indirectly.

AST faces competition from other service providers that offer a range of mobile and fixed communications options, such as Inmarsat, Globalstar, ORBCOMM, Thuraya Telecommunications Co. and Iridium Communications. In addition, AST will face competition from companies seeking to develop new LEO networks such as SpaceX’s Starlink, OneWeb and Amazon’s Kuiper. In addition, a continuing trend toward consolidation and strategic alliances in the telecommunications industry, as well as the potential development of new satellite constellations, could give rise to significant new competitors.

AST also competes with regional mobile satellite communications services in several geographic markets. In these cases, the majority of AST’s competitors’ customers require regional, not global, mobile voice and data services so competitors may present a viable alternative to the SpaceMobile Service. These regional competitors operate or plan to operate geostationary satellites. In some markets, AST competes directly or indirectly with very small aperture terminal operators that offer communications services through private networks using very small aperture terminals or hybrid systems to target business users. AST also competes indirectly with terrestrial wireline and wireless communications networks and to the extent that terrestrial communications companies invest in underdeveloped areas, AST may face increased competition in those areas. Furthermore, some foreign competitors may benefit from government subsidies, or other protective measures, afforded by their home countries.

Some of these competitors may provide more efficient products or services than AST will be able to provide, which could reduce AST’s market share and adversely affect its revenues and business.

AST will be dependent on third parties to market and sell its products and services.

AST intends to partner with MNOs, and accordingly will rely on them to market and sell its products and services to end users and to determine the prices end users pay. As a result of these arrangements, AST will be dependent on the performance of its commercial partners to generate most of its revenue. Such commercial partners will operate independently of AST, and AST will have limited control over their operations, which exposes AST to significant risks. Commercial partners may not commit the necessary resources to market and sell AST’s products and services and may also market and sell competitive products and services. In addition, such commercial partners may not comply with the laws and regulatory requirements in their local jurisdictions, which could limit their ability to market or sell AST’s products and services. If current or future commercial partners do not perform adequately, AST may be unable to increase its revenue in these markets or enter new markets, and AST may not realize its expected growth, and its brand image and reputation could be damaged.

AST relies on third parties for a supply of equipment, satellite components and services.

AST’s business depends in large part on its ability to execute its plans to assemble, integrate and test its satellites and components at its facility in Midland, Texas. AST relies on certain key suppliers to supply and produce certain highly-technical components. Any failure of these suppliers or others to perform could require AST to seek alternative suppliers or to expand its production capabilities, which could incur additional costs and have a negative impact on its cost or supply of components. In addition, production or logistics in supply or production areas or transit to final destinations can be disrupted for a variety of reasons including, but not limited to, natural and man-made disasters, information technology system failures, commercial disputes, military actions, economic, business, labor, environmental, public health or political issues or international trade disputes. If any of AST’s suppliers terminate their relationships with AST, fail to provide equipment or services on a timely basis, or fail to meet performance expectations, AST may be unable to provide products or services to customers in a competitive manner, which could in turn negatively affect its financial results and reputation.

AST’s continued development of its SpaceMobile Service is and will be subject to risks, including with respect to:

•        securing necessary components on acceptable terms and in a timely manner;

•        delays in delivery of final component designs to AST’s suppliers;

•        AST’s ability to attract, recruit, hire and train skilled employees;

•        quality controls;

•        satellite launch failures;

•        delays or disruptions in supply chain; and

•        other delays and cost overruns.

AST does not know whether it will be able to develop efficient, automated, low-cost production capabilities and processes and reliable sources of component supply that will enable AST to successfully operate its SpaceMobile Service. Any failure to develop such production processes and capabilities within AST’s projected costs and timelines could have a material adverse effect on its business, prospects, financial condition and operating results.

AST and suppliers rely on complex systems and components, which involves a significant degree of risk and uncertainty in terms of operational performance and costs.

AST and its suppliers rely on complex systems and components for the operation and assembly of AST’s satellites, which involves a significant degree of uncertainty and risk in terms of operational performance and costs. These components may suffer unexpected malfunctions from time to time and may require repairs and spare parts to resume operations, which may not be readily available when needed. Unexpected malfunctions of these components may significantly affect the intended operational efficiency. Operational performance and costs can be difficult to predict and are often influenced by factors outside of AST’s control, such as, but not limited to, scarcity of natural resources, environmental hazards and remediation, difficulty or delays in obtaining governmental permits, damages or defects in various components, industrial accidents, fire, seismic activity and natural disasters. Should operational risks materialize, it may result in the monetary losses, delays, unanticipated fluctuations in production, environmental damage, administrative fines, increased insurance costs and potential legal liabilities, all which could have a material adverse effect on AST’s business, prospects, financial condition or operating results.

AST faces substantial risks associated with its international operations.

AST plans to sell its SpaceMobile Service globally and intends to partner with a number of foreign MNOs. In addition, AST has a development office in Spain and Israel and owns a controlling interest in a company located in Lithuania. AST also sources supplies from international suppliers. Operating in foreign countries poses substantial risks, including:

•        difficulties in developing products and services that are tailored to the needs of local customers;

•        unavailability of, or difficulties in establishing, relationships with local MNOs;

•        instability of international economies and governments;

•        changes in laws and policies affecting trade and investment in other jurisdictions, including the United Kingdom’s exit from the European Union;

•        exposure to varying legal standards, including data privacy, security and intellectual property protection in other jurisdictions;

•        difficulties in obtaining required regulatory authorizations;

•        difficulties in enforcing legal rights in other jurisdictions;

•        local domestic ownership requirements;

•        requirements that certain operational activities be performed in-country;

•        changing and conflicting national and local regulatory requirements;

•        foreign currency exchange rates and exchange controls; and

•        ongoing compliance with the U.S. Foreign Corrupt Practices Act, U.S. export controls, anti-money laundering and trade sanction laws, and similar anti-corruption and international trade laws in other countries.

Agreements with foreign MNOs will expose AST to currency exchange risk, and AST cannot predict the effect of future exchange rate fluctuations on its business and operating results.

Upon the launch of the SpaceMobile Service, AST anticipates generating a significant portion of revenues from its agreements with international MNOs. As a result, its international operations will be sensitive to currency exchange risks. AST anticipates having currency exposure arising from both sales and purchases denominated in foreign currencies, as well as intercompany transactions. Significant changes in exchange rates between foreign currencies in which AST anticipates transacting business and the U.S. dollar may adversely affect its results of operations and financial condition.

Pursuing strategic transactions may cause AST to incur additional risks.

AST may pursue acquisitions, joint ventures or other strategic transactions from time to time. AST may face costs and risks arising from any such transactions, including integrating a new business into its business or managing a joint venture. These risks may include adverse legal, organizational and financial consequences, loss of key customers and distributors, and diversion of management’s time.

In addition, any major business combination or similar strategic transaction may require significant additional financing. Further, depending on market conditions, investor perceptions of AST and other factors, AST might not be able to obtain financing on acceptable terms, in acceptable amounts, or at appropriate times to implement any such transaction.

AST may be negatively affected by global economic conditions.

AST’s operations and performance depend significantly on worldwide economic conditions. Uncertainty about global economic conditions poses a risk as individual consumers, businesses and governments may postpone spending in response to tighter credit, negative financial news, declines in income or asset values, or budgetary constraints. Reduced demand could cause a significant delay in the launch of AST’s satellites or the development of the SpaceMobile Service which in turn could cause a decline in its anticipated future revenue and make it more difficult to operate profitably in the future, potentially compromising its ability to pursue its business plan. AST expects its future growth rate will be affected by the condition of the global economy, increased competition, maturation of the satellite communications industry, and the difficulty in sustaining high growth rates as it increases in size.

The ongoing COVID-19 pandemic may disrupt AST’s operations and affect its ability to successfully complete the research and development of the SpaceMobile Service on a timely basis.

In March 2020, the World Health Organization declared COVID-19 a pandemic. The COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains, and created significant volatility and disruption in the financial and capital markets. AST is unable to accurately predict the full impact that the ongoing COVID-19 pandemic will have on its planned development of the SpaceMobile Service, its financial condition, and operational activities due to numerous factors that are not within its control, including the duration and severity of the outbreak, stay-at-home orders, business closures, travel restrictions, supply chain disruptions and employee illness or quarantines, which could result in disruptions to its operations and adversely impact its operations and financial condition. In addition, the COVID-19 pandemic has resulted in ongoing volatility in the financial and capital markets. If its access to capital is restricted or associated borrowing costs increase as a result of developments in financial markets relating to the COVID-19 pandemic, its operations and financial condition could be adversely impacted. Any future delays as a result of COVID-19 would delay AST’s phased development.

AST’s management has limited experience in operating a public company.

Certain of AST’s executive officers have limited experience in the management of a publicly traded company. AST’s management team may not successfully or effectively manage its transition to a public company that will be subject to significant regulatory oversight and reporting obligations under federal securities laws. Their limited experience in dealing with the increasingly complex laws pertaining to public companies could result in an increasing amount of their time that may be devoted to these activities which will result in less time being devoted to the management and growth of SpaceMobile. AST may not have adequate personnel with the appropriate level of knowledge, experience and training in the accounting policies, practices or internal control over financial reporting required of public companies in the U.S. AST is in the process of upgrading its finance and accounting systems to an

enterprise system suitable for a public company, and a delay could impact its ability or prevent it from timely reporting its operating results, timely filing required reports with the SEC and complying with Section 404 of the SOX. The development and implementation of the standards and controls necessary for AST to achieve the level of accounting standards required of a public company in the U.S. may require costs greater than expected. It is possible that AST will be required to expand its employee base and hire additional employees to support its operations as a public company which will increase its operating costs in future periods.

Risks Related to AST’s Satellites and Planned SpaceMobile Service

AST may not be able to launch its satellites successfully. Loss of a satellite during launch could delay or impair AST’s ability to offer its services or reduce its expected potential revenues, and launch insurance, even if it is available, will not fully cover this risk.

AST intends to insure the launch, over-time, of 168 satellites to operate the SpaceMobile Service as intended, but does not intend to insure its satellites once they are launched for their remaining in-orbit operational lives. Launch insurance currently costs approximately 5% to 10% of the insured value of the satellite (including launch costs), but may vary depending on market conditions and the safety record of the launch vehicle. Even if a lost satellite is fully insured, acquiring a replacement satellite may be difficult and time consuming. Furthermore, the insurance does not cover lost revenue.

AST expects any launch failure insurance policies that it obtains to include specified exclusions, deductibles and material change limitations. Typically, these insurance policies exclude coverage for damage arising from acts of war, lasers, and other similar potential risks for which exclusions are customary in the industry at the time the policy is written.

If launch insurance rates were to rise substantially, all of the launch costs would increase. In addition, in light of increasing costs, the scope of insurance exclusions and limitations on the nature of the losses for which AST can obtain insurance, or other business reasons, AST may conclude that it does not make business sense to obtain third-party insurance and may decide to pursue other strategies for mitigating the risk of a satellite launch failure, such as obtaining relaunch guaranties from the launch provider. It is also possible that insurance could become unavailable, either generally or for a specific launch vehicle, or that new insurance could be subject to broader exclusions on coverage, in which event AST would bear the risk of launch failures.

AST’s satellites may experience operational problems, which could affect its ability to provide an acceptable level of service to the end-user customers.

Once the SpaceMobile Service is developed and operational, AST may experience temporary intermittent signal disruptions, dropped connections, call initiation failures or data transmission disruptions. If the magnitude or frequency of such problems occur repeatedly, AST may no longer able to provide a commercially acceptable level of service, its business and financial results and reputation would be harmed and its ability to pursue its business plan would be compromised. In addition, failure to provide an acceptable level of service could cause MNOs to seek other solutions for their customers.

From time to time AST may reposition its satellites within the constellation in order to optimize service, which could result in degraded service during the repositioning period. Although AST will have some ability to remedy some types of problems affecting the performance of satellites remotely from the ground, the physical repair of its satellites in space is not feasible.

AST’s products could fail to perform or could perform at reduced levels of service because of technological malfunctions or deficiencies, regulatory compliance issues, or events outside of its control, which would harm its business and reputation.

AST’s products and services are subject to the risks inherent in a global, complex telecommunications system employing advanced technology and heavily regulated by, among others, the FCC and similar authorities internationally. Any disruption to AST’s satellites, services, information systems or telecommunications infrastructure, or regulatory compliance issues, could result in the inability or reduced ability of end-user customers to receive services for an indeterminate period of time. These customers may include government agencies conducting mission-critical work

throughout the world, as well as consumers and businesses located in remote areas of the world and operating under harsh environmental conditions where traditional telecommunications services may not be readily available. Any disruption to the SpaceMobile Service or extended periods of reduced levels of service could cause AST to lose customers or revenue, result in delays or cancellations of future implementations of AST’s products and services, result in failure to attract customers, or result in litigation, customer service or repair work that would involve substantial costs and distract management from operating AST’s business. The failure of any of the diverse elements of the planned SpaceMobile Service, including its satellites, to function as required could render the SpaceMobile Service unable to perform at the quality and capacity levels required for success. Any system failures, repeated product failures or shortened product life, or extended reduced levels of service could reduce AST’s expected sales, increase costs, or result in warranty or liability claims or litigation, and harm its business.

AST’s satellites have a limited life and may fail prematurely, which would cause its network to be compromised and materially and adversely affect its business, prospects and potential profitability.

AST may experience in-orbit malfunctions of its satellites once launched, which could adversely affect the reliability of their service or result in total failure of the satellite. In-orbit failure of a satellite may result from various causes, including component failure, loss of power or fuel, inability to control positioning of the satellite, solar or other astronomical events, including solar radiation, wind and flares, and space debris. Other factors that could affect the useful lives of AST’s satellites include the quality of construction, gradual degradation of solar panels and the durability of components. Radiation-induced failure of satellite components may result in damage to or loss of a satellite before the end of its expected life. Although AST would not incur any direct cash costs related to the failure of a satellite, if a satellite fails, it would expect to record an impairment charge in its statement of operations to reduce the remaining net book value of that satellite to zero, and any such impairment charges could depress its net income for the period in which the failure occurs.

AST’s business may be adversely affected if it is unable to protect its intellectual property rights from unauthorized use by third parties.

Failure to adequately protect AST’s intellectual property rights could result in AST’s competitors offering similar services and products, potentially resulting in the loss of some of AST’s competitive advantage and a decrease in its revenue, which would adversely affect its business, prospects, financial condition and operating results. AST’s success depends, at least in part, on its ability to protect its core technology and intellectual property and to keep its use of exclusive licenses. To accomplish this, AST will rely on a combination of patents, trade secrets (including know-how), employee and third-party nondisclosure agreements, copyrights, trademarks, intellectual property licenses and other contractual rights to establish and protect its rights in its technology.

The protection of AST’s intellectual property rights will be important to its future business opportunities. However, the measures AST takes to protect its intellectual property from unauthorized use by others may not be effective for various reasons, including the following:

•        any patent applications AST submits may not result in the issuance of patents;

•        the scope of AST’s issued patents, including its patent claims, may not be broad enough to protect its proprietary rights;

•        AST’s issued patents may be challenged or invalidated by its competitors;

•        AST’s employees or business partners may breach their confidentiality, non-disclosure and non-use obligations to AST;

•        third-parties may independently develop technologies that are the same or similar to AST’s;

•        the costs associated with enforcing patents, confidentiality and invention agreements or other intellectual property rights may make enforcement impracticable; and

•        current and future competitors may circumvent AST’s intellectual property.

Patent, trademark, copyright and trade secret laws vary throughout the world. Some foreign countries do not protect intellectual property rights to the same extent as do the laws of the U.S. Further, policing the unauthorized use of ASTs intellectual property in foreign jurisdictions may be difficult. Therefore, AST’s intellectual property rights may not be as strong or as easily enforced outside of the U.S. In addition, AST may have difficulty enforcing its rights against a competitor where an infringement occurs in outer space.

AST’s intellectual property applications for registration may not issue or be registered, which may have a material adverse effect on AST’s ability to prevent others from commercially exploiting products similar to AST’s.

AST cannot be certain that it is the first inventor of the subject matter to which it has filed a particular patent application, or if it is the first party to file such a patent application. If another party has filed a patent application to the same subject matter as AST has, AST may not be entitled to the protection sought by the patent application. AST also cannot be certain whether the claims included in a patent application will ultimately be allowed in the applicable issued patent. Further, the scope of protection of issued patent claims is often difficult to determine. As a result, AST cannot be certain that the patent applications that it files will issue, or that its issued patents will afford protection against competitors with similar technology. In addition, AST’s competitors may design around AST’s issued patents, which may adversely affect AST’s business, prospects, financial condition and operating results.

AST may in the future become subject to claims that its devices or services violate the patent or intellectual property rights of others, which could be costly and disruptive to it.

AST operates in an industry that is susceptible to significant intellectual property litigation. Although AST maintains insurance to cover cost of intellectual property litigation ($2.0 million for defending infringement claims and $10.0 million to bring offensive infringement claims), the defense of intellectual property suits is both costly and time-consuming, even if ultimately successful, and may divert management’s attention from other business concerns. An adverse determination in litigation to which AST may become a party could, among other things:

•        subject it to significant liabilities to third parties, including lost profits and treble damages that are not covered by insurance;

•        require disputed rights to be licensed from a third party for royalties that may be substantial;

•        require it to cease using technology that is important to its business; or

•��       prohibit it from selling some or all of its devices or offering some or all of its services.

AST’s customized hardware and software may be difficult and expensive to service, upgrade or replace.

Some of the hardware and software AST uses in operating its SpaceMobile Service is significantly customized and tailored to meet AST’s requirements and specifications and could be difficult and expensive to service, upgrade or replace. Although AST expects to maintain inventories of some spare parts, it nonetheless may be difficult, expensive or impossible to obtain replacement parts for the hardware due to a limited number of those parts being manufactured to its requirements and specifications. In addition, AST’s business plan contemplates updating or replacing some of the hardware and software in its network as technology advances, but the complexity of its requirements and specifications may present AST with technical and operational challenges that complicate or otherwise make it expensive or infeasible to carry out such upgrades and replacements. If AST is not able to suitably service, upgrade or replace its equipment, AST’s ability to provide its services and therefore to generate revenue could be harmed.

AST’s networks and those of its third-party service providers and MNOs may be vulnerable to security risks.

AST expects the secure transmission of confidential information over public networks to continue to be a critical element of its ability to compete for business, manage its risks, and protect its customers and its reputation. AST’s network and those of its third-party service providers, MNOs and its customers may be vulnerable to unauthorized access, computer attacks, viruses and other security problems. Persons who circumvent security measures could wrongfully access and obtain or use information on AST’s network or cause service interruptions, delays or malfunctions in its devices, services or operations, any of which could harm its reputation, cause demand for AST’s products and services

to fall, and compromise AST’s ability to pursue its business plan. Recently, there have been reported a number of significant, widespread security attacks and breaches that have compromised network integrity for many companies and governmental agencies, in some cases reportedly originating from outside the United States. In addition, there are reportedly private products available in the market today which may attempt to unlawfully intercept communications made using AST’s network. AST may be required to expend significant resources to respond to, contain, remediate, and protect against these attacks and threats, including compliance with applicable data breach and security laws and regulations, and to alleviate problems, including reputational harm and litigation, caused by these security incidents. In addition, in the event of such a security incident, AST’s customer contracts may not adequately protect it against liability to third parties with whom its customers conduct business. Although AST has implemented and intends to continue to implement security measures, these measures may prove to be inadequate. These security incidents could have a significant effect on AST’s systems, devices and services, including system failures and delays that could limit network availability, which could harm its business and its reputation and result in substantial liability.

AST’s satellites may collide with space debris or another spacecraft, which could adversely affect the performance of its SpaceMobile Service.

Although AST expects to comply with best practices and international orbital debris mitigation requirements to actively maneuver its satellites to avoid potential collisions with space debris or other spacecraft, including an onboard propulsion system and altitude and orbit control system, these abilities are limited by, among other factors, uncertainties and inaccuracies in the projected orbit location of and predicted collisions with debris objects tracked and cataloged by governments or other entities. Additionally, some space debris is too small to be tracked and therefore its orbital location is unknown; nevertheless, this debris is still large enough to potentially cause severe damage or a failure of AST’s satellites should a collision occur. If AST’s satellites collide with space debris or other spacecraft, its SpaceMobile Service could be impaired. In addition, a failure of one or more of AST’s satellites or the occurrence of equipment failures, collision damage, or other related problems that may result during the de-orbiting process could constitute an uninsured loss and could materially harm its financial condition.

Risks Related to AST’s Legal and Regulatory Matters

AST’s business is subject to extensive government regulation, which mandates how it may operate its business and may increase the cost of providing services and expansion into new markets.

AST’s ownership and operation of a satellite communications system and the sale of services from such system are subject to significant regulation in the United States, including by the FCC, the U.S. Department of Commerce and others, and in foreign jurisdictions by similar local authorities. The rules and regulations of these U.S. and foreign authorities may change, and such authorities may adopt regulations that limit or restrict AST’s operations as presently conducted or currently contemplated. Such authorities may also make changes in the licenses of ASTs partners or competitors that affect their spectrum, and may significantly affect AST’s business. Further, because regulations in each country are different, AST may not be aware if some of its partners or persons with whom AST does business do not hold the requisite licenses and approvals. AST’s failure to provide services in accordance with the terms of its licenses or AST’s failure to operate its satellites or ground stations as required by its licenses and applicable laws and government regulations could result in the imposition of government sanctions and/or monetary fines, including the suspension or cancellation of AST’s licenses.

AST’s ability to provide service to its customers and generate revenues could be harmed by adverse governmental regulatory actions.

AST’s business is subject to extensive government regulation. AST’s ability to secure all requisite governmental approvals is not assured, and the process of obtaining governmental authorizations and permits can be very time consuming, time sensitive and require compliance with a wide array of administrative and procedural rules. AST’s pending application seeking FCC approval to operate feeder links at fixed locations on V band frequencies in the U.S. has been opposed by multiple competitors in the satellite mobile and terrestrial wireless businesses and AST has no assurance if and when the requested authority will be forthcoming or what terms and conditions the FCC might impose on a grant. Multiple terrestrial wireless carriers also have objected to both the process by which AST proposes to request authority to use spectrum generally allocated for terrestrial broadband mobile services and to the substance of that request. AST has no assurance regarding the outcome of these objections. A failure by AST to obtain required

approvals could compromise AST’s ability to generate revenue or conduct its business in one or more countries. AST’s requests for regulatory approvals may be subject to challenges by adverse parties and these challenges may delay or prevent favorable action. Furthermore, regulatory approvals can be issued subject to conditions that have an adverse effect on the ability of AST to implement its business plan.

The government approvals required for AST to operate the SpaceMobile Service need to be periodically renewed and renewal is not guaranteed. The approvals also are subject to revocation, and AST may be subject to fines, forfeitures, penalties or other sanctions if any issuing authority were to find that AST is not in compliance with the applicable rules, regulations or policies. The regulatory obligations AST must meet are complex, vary greatly from country to country, and are subject to interpretation. AST cannot give any assurance that the governments will agree with or accept its compliance efforts.

The regulations AST and its competitors must adhere to are subject to change by the issuing governmental authorities and there is no guarantee that changes will not be made that are adverse to the business of AST. Regulatory changes, such as those resulting from judicial decisions or the adoption of treaties, legislation or regulations in countries where AST operates or intends to operate may also significantly affect its business.

The ability of AST to offer one or more services in important countries or regions of the world may be limited due to regulatory requirements.

Though anticipated to provide global service, the SpaceMobile Service may be limited in some jurisdictions by local regulations. For example, some countries have local domestic ownership requirements, or requirements for physical facilities or gateways within their jurisdictions, that may be difficult for AST to satisfy. In some countries, AST may not be able to reach a commercially viable agreement with an MNO that will enable AST to access the spectrum needed to deliver the SpaceMobile Service. The inability to offer or provide the SpaceMobile Service in some major international markets could impair AST from achieving its revenue and international growth plans.

AST will be providing its SpaceMobile Service in the U.S. and elsewhere on frequencies not regularly allocated for mobile-satellite service, which requires regulatory approval, and there can be no assurance that AST will receive or be able to maintain such approval.

The SpaceMobile Service utilizes end-user frequencies that are not allocated to the satellite services. Instead, the SpaceMobile Service is delivered to end-user customers over frequencies generally allocated for terrestrial broadband mobile services. The SpaceMobile Service’s use of spectrum generally allocated for terrestrial broadband mobile services, and AST’s ability to access the U.S. market, will need approval by the FCC. If the FCC does not provide approval, AST’s business will be significantly, adversely affected, and the provision of the SpaceMobile Service could be delayed or diminished, which could have a material adverse effect on its business, financial condition and results of operations. Because terrestrial mobile frequencies are licensed to carriers throughout the U.S., AST’s use of such spectrum will be pursuant to a cooperative arrangement with one or more MNOs, such as spectrum leasing agreements. AST’s access to this spectrum will be subject to approval or notification by the regulatory licensing authority, and any such approval or notification may be delayed or rejected, which may substantially affect AST’s business. Under such arrangements, AST will not be the license holder for the spectrum, and its continued access to and use of the frequencies will be subject to the ongoing consent of the MNO, and to the terms and conditions of the cooperative agreement with such MNO. There can be no assurance that AST can reach suitable cooperative agreements with MNOs or that such agreements will continue for the life of the SpaceMobile Service.

The shared use of the terrestrial broadband spectrum by AST and the MNO will require the implementation of procedures and safeguards to avoid co-channel interference. While AST believes its SpaceMobile Service will be able to avoid such interference through its patented technology, because the SpaceMobile Service is a new and innovative service that has not yet been implemented, the nature, extent and effectiveness of these interference avoidance techniques, and their effect on the service AST will deliver, remains to be practically proven. If the SpaceMobile Service causes or receives harmful interference, it could have a material adverse effect on AST’s business, financial condition and results of operations.

The SpaceMobile Service may qualify as a commercial mobile radio service which will subject AST to a variety of ongoing regulatory requirements.

Government regulators have adopted a broad array of regulations governing the terms and conditions of wireless service designed to protect consumers and the public interest. While AST’s arrangements with the MNOs will address some of these requirements, these regulatory obligations may prove burdensome and could have an adverse effect on AST’s business. If AST fails to comply in any material respect with any of these regulatory requirements, it could be subject to sanctions and financial penalties, including the loss of authority to provide service.

The collection, storage, transmission, use and disclosure of user data and personal information by AST could give rise to liabilities or additional costs.

In the course of providing the SpaceMobile Service, AST will transmit, process, and, in some cases store in the normal course of business, end-user data, including personal information. Many jurisdictions around the world have adopted laws and regulations regarding the collection, storage, transmission, use and disclosure of personal information. The legal standards for processing, storing and using this personal information are complex and continue to evolve. For example, effective January 1, 2020, the California Consumer Privacy Act became effective, and other privacy related regulations are pending in several other states such as New York and Nevada. Regulatory enforcement of the EU General Data Protection Regulation has begun resulting in significant fines for non-compliance. Other countries have recently adopted similar laws and regulations, including Brazil, Australia, Canada, and China. As a result, they impose additional obligations and risk on AST’s business, and have the potential to make some of AST’s business processes more costly or less feasible.

In addition, the interpretation of privacy and data protection laws and regulations regarding the collection, storage, transmission, use and disclosure of such information in some jurisdictions remains unclear. These laws may be interpreted, applied and enforced in conflicting ways from country to country and in a manner that is not consistent with AST’s current business practices. Complying with these varying privacy and data security legal requirements could cause AST to incur additional costs and change its business practices. Because AST intends for its SpaceMobile Service to be accessible in many foreign jurisdictions, some of these jurisdictions may claim that AST is required to comply with their laws, even where AST has no local entity, employees or infrastructure. AST could be forced to incur significant expenses if AST were required to modify the SpaceMobile Service or its security and privacy procedures in order to comply with new or expanded regulations. In addition, if end users allege that their personal information is not collected, stored, transmitted, used or disclosed appropriately or in accordance with AST’s privacy policies or applicable laws, AST could have liability to them, including claims and litigation resulting from such allegations. Any failure on ASTs’ part to protect end users’ privacy and data could result in a loss of user confidence, hurt our reputation and ultimately result in the loss of users. In addition, in the event that AST suffers a loss or adverse event to its data storage or it is determined that its policies and procedures have failed to comply with evolving laws and regulations, AST may be subject to significant regulatory investigations and fines or penalties.

Radio frequency (rf) emissions from transmitters and handsets operating on wireless mobile frequencies are the subject of regulation and litigation concerning their safety and environmental effects, and as a result AST could face litigation, liability or new regulations.

There has been adverse publicity concerning alleged health risks associated with rf transmissions from wireless transmitters and hand-held devices. Lawsuits have been filed against participants in the wireless industry alleging a number of adverse health consequences, including cancer, as a result of wireless phone usage. AST has not been party to any such lawsuits, but may be exposed to such litigation in the future. AST intends to comply with applicable standards for rf emissions and power and does not believe there is valid scientific evidence that the satellite or handset transmissions associated with its SpaceMobile Service poses a health risk. However, courts or governmental agencies could determine otherwise. Any such finding could reduce AST’s revenue and profitability and expose it and other communications service providers or device sellers to litigation, which, even if frivolous or unsuccessful, could be costly to defend. In addition, any actual or perceived risk from rf emissions could reduce the demand for the SpaceMobile Service.

Risks Relating to NPA

Our Initial Stockholders have agreed to vote in favor of the Business Combination, regardless of how our Public Stockholders vote.

Pursuant to the Letter Agreement, our Sponsor, officers and directors have agreed to vote their Founder Shares, as well as any public shares purchased during or after our IPO (including in open market and privately negotiated transactions), in favor of the Business Combination. As a result, in addition to our Initial Stockholders’ Founder Shares, we would need only 8,625,001, or 37.5%, of the 23,000,000 shares of NPA Class A Common Stock sold in our IPO to be voted in favor of the Business Combination (assuming all outstanding shares are voted) in order to approve the Business Combination Proposal. Our Initial Stockholders own shares representing 20% of our outstanding shares of common stock. The agreement by our Initial Stockholders to vote in favor of the Business Combination Proposal will increase the likelihood that we will receive the requisite stockholder approval.

Directors of NPA have potential conflicts of interest in recommending that stockholders vote in favor of approval of the Business Combination and approval of the other proposals described in this proxy statement.

When considering the Board’s recommendation that our stockholders vote in favor of the Business Combination Proposal, our stockholders should be aware that directors and executive officers of NPA have interests in the Business Combination that may be different from, or in addition to, the interests of our stockholders. These interests include:

•        the anticipated election of Alexander Coleman, our existing Chairman, as a director of SpaceMobile after the consummation of the Business Combination. As such, in the future they will receive any cash fees, stock options or stock awards that the SpaceMobile Board determines to pay to directors;

•        the continued indemnification of former and current directors and officers of NPA and the continuation of directors’ and officers’ liability insurance after the Business Combination;

•        the fact that our Initial Stockholders have waived their right to redeem any of the Founder Shares, and public shares in connection with a stockholder vote to approve a proposed initial business combination;

•        the fact that our Initial Stockholders paid an aggregate of $25,000 for the Founder Shares, which will convert into 5,750,000 shares of NPA Class A Common Stock in accordance with the terms of the Existing Certificate of Incorporation, subject to adjustment, and such securities will have a significantly higher value at the time of the Business Combination, estimated at approximately $76.5 million based on the closing price of $13.30 per share of NPA Class A Common Stock on Nasdaq on March 11, 2021;

•        the fact that our Sponsor paid $6,100,000 for 6,100,000 Private Placement Warrants, with each Private Placement Warrant being exercisable commencing 30 days following the Closing, subject to certain lock-up periods, for one share of Class A Common Stock for one share of Class A Common Stock at $11.50 per share; the warrants held by our Sponsor had an aggregate market value of approximately $30.2 million based upon the closing price of $4.95 per warrant on Nasdaq on March 11, 2021;

•        if NPA does not consummate the Business Combination by June 15, 2021, NPA will be required to dissolve and liquidate and the securities held by our Sponsor, will be of no value because our Sponsor have agreed to waive their rights to any liquidation distributions;

•        if the Trust Account is liquidated, including in the event we are unable to complete an initial business combination within the required time period, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third-party (other than our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below: (i) $10.00 per public share; or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case, net of the interest which may be withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses, except as to any claims by a third-party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act.

These financial interests of the Initial Stockholders, officers and directors and entities affiliated with them may have influenced their decision to approve the Business Combination. You should consider these interests when evaluating the Business Combination and the recommendation of the Board to vote in favor of the business combination proposal and other proposals to be presented to the stockholders.

If the Business Combination is not completed, potential target businesses may have leverage over NPA in negotiating a business combination, NPA’s ability to conduct due diligence on a business combination as it approaches its dissolution deadline may decrease, and NPA may have insufficient working capital to continue to pursue potential target businesses, each of which could undermine NPA’s ability to complete a business combination on terms that would produce value for NPA’s stockholders.

Any potential target business with which we enter into negotiations concerning an initial business combination will be aware that we must complete our initial business combination by June 15, 2021. Consequently, if we are unable to complete this Business Combination, a potential target business may obtain leverage over us in negotiating an initial business combination, knowing that if we do not complete our initial business combination with that particular target business, we may be unable to complete our initial business combination with any target business. This risk will increase as we get closer to the timeframe described above. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation. Additionally, we may have insufficient working capital to continue efforts to pursue a business combination.

We may not be able to complete the PIPE Investment in connection with the Business Combination.

We may not be able to complete the PIPE Investment on terms that are acceptable to us, or at all. If NPA does not complete the PIPE Investment, NPA may not be able to consummate the Business Combination or certain other transactions contemplated by the Equity Purchase Agreement. The terms of any alternative financing may be more onerous to SpaceMobile than the PIPE Investment, and NPA may be unable to obtain alternative financing on terms that are acceptable to it, or at all. The failure to secure additional financing could have a material adverse effect on the continued development or growth of SpaceMobile.

If we are unable to complete our initial business combination within the prescribed time frame, we would cease all operations except for the purpose of winding up and we would redeem shares of NPA Class A Common Stock and liquidate, in which case our Public Stockholders may only receive $10.00 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.

Our Existing Certificate of Incorporation provides that we must complete our initial business combination within 18 months from the closing of our IPO. Although the Equity Purchase Agreement requires us to seek an extension of this date from our stockholders, there can be no assurances that we will successfully obtain an extension on terms that allow us to consummate the Business Combination, or at all. If we have not completed our initial business combination by June 15, 2021, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the NPA Class A Common Stock, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding shares of NPA Class A Common Stock, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In such case, our Public Stockholders may only receive $10.00 per share, and our warrants will expire worthless. In certain circumstances, our Public Stockholders may receive less than $10.00 per share on the redemption of their shares.

The financial statements of NPA included in this proxy statement do not take into account the consequences of NPA’s failure to complete a business combination by June 15, 2021.

NPA is a blank check company, and as it has no operating history and is subject to a mandatory liquidation and subsequent dissolution requirement, there is a risk that NPA will be unable to consummate an initial business combination. Unless NPA amends the Existing Certificate of Incorporation to extend its life and certain other agreements it has entered into, if, as a result of the termination of the Equity Purchase Agreement or otherwise, NPA is unable to complete the Business Combination or another initial business combination transaction by June 15, 2021, the Existing Certificate of Incorporation, as amended, provides that it will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the NPA Class A Common Stock, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding shares of NPA Class A Common Stock, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In such case, our Public Stockholders may only receive $10.00 per share, and our warrants will expire worthless.

There can be no assurance that we will be able to comply with the continued listing standards of Nasdaq, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

NPA’s securities are currently listed on Nasdaq, and we have applied to list the Class A Common Stock and SpaceMobile Public Warrants on Nasdaq following the Business Combination. However, we cannot assure you that our securities will continue to be listed on Nasdaq in the future. Our continued eligibility for listing on Nasdaq depends on a number of factors, including the number of shares that are redeemed in connection with the Business Combination and having a minimum level of stockholders’ equity following the Closing, among meeting other listing standards. If, after the Business Combination, Nasdaq delists our securities from trading and we are not able to list our securities on another national securities exchange, we could face significant material adverse consequences, including:

•        a limited availability of market quotations for our securities;

•        reduced liquidity for our securities;

•        a determination that our Class A Common Stock is a “penny stock” which will require brokers trading in our Class A Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

•        a limited amount of news and analyst coverage; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share.

Our placing of funds in the Trust Account may not protect those funds from third-party claims against us. Although we seek to have all vendors, service providers, prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our Public Stockholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative.

Our directors may decide not to enforce the indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to our Public Stockholders.

In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.00 per share and (ii) the actual amount per share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per share due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, and our Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations.

While we currently expect that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to our Public Stockholders may be reduced below $10.00 per share.

We may not have sufficient funds to satisfy indemnification claims of our directors and executive officers.

We have agreed to indemnify our officers and directors to the fullest extent permitted by law. However, our officers and directors have agreed to waive (and any other persons who may become an officer or director prior to the consummation of the Business Combination will also be required to waive) any right, title, interest or claim of any kind in or to any monies in the Trust Account and not to seek recourse against the Trust Account for any reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by us only if (i) we have sufficient funds outside of the Trust Account or (ii) we consummate the Business Combination. Our obligation to indemnify our officers and directors may discourage stockholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

We have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of our Class A Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date on which we give proper notice of such redemption and provided certain other conditions are met. If and when the warrants become redeemable by us, we may not exercise our Redemption Rights if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification. We will use our best efforts to register or qualify such shares of common stock under the blue sky laws of the state of residence in those states in which the warrants were offered by us in our IPO. Redemption of the outstanding warrants could force you (i) to exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) to accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants. None of the Private Placement Warrants will be redeemable by us so long as they are held by our Sponsor or its permitted transferees.

Risks Relating to the Business Combination

Our Initial Stockholders, including Sponsor, directors and officers have potential conflicts of interest in recommending that NPA stockholders vote in favor of approval of the Business Combination and approval of the other proposals described in this proxy statement.

When considering the Board’s recommendation that our stockholders vote in favor of the Business Combination Proposal, our stockholders should be aware that directors and executive officers of NPA have interests in the Business Combination that may be different from, or in addition to, the interests of our stockholders. These interests include:

•        the fact that our Initial Stockholders have waived their right to redeem any of the Founder Shares and public shares in connection with a stockholder vote to approve a proposed initial business combination;

•        the fact that our Sponsor purchased an aggregate of 3,593,750 Founder Shares, for an aggregate offering price of $25,000 at an average purchase price of approximately $0.007 per share. In August 2019, NPA effected a stock split resulting in an increase in the total number of shares of NPA Class B Common Stock outstanding from 3,593,750 to 5,750,000, such that the total number of Founder Shares would represent 20% of the total number of shares of NPA Common Stock outstanding upon completion of the IPO, and such securities will have a significantly higher value at the time of the Business Combination, estimated at approximately $76.5 million based on the closing price of $13.30 per share of NPA Class A Common Stock on Nasdaq on March 11, 2021;

•        the fact that our Sponsor purchased an aggregate of 6,100,000 Private Placement Warrants at a price of $1.00 per warrant in a private placement simultaneously with the completion of the IPO, with each Private Placement Warrant being exercisable commencing 30 days following the Closing, subject to certain lock-up periods, for one share of Class A Common Stock for one share of Class A Common Stock at $11.50 per share; the warrants held by our Sponsor had an aggregate market value of approximately $30.2 million based upon the closing price of $4.95 per warrant on Nasdaq on March 11, 2021;

•        if NPA does not consummate the Business Combination by June 15, 2021, NPA will be required to dissolve and liquidate and the securities held by our Sponsor, will be of no value because our Sponsor have agreed to waive their rights to any liquidation distributions;

•        if, at the Closing, the amount in our Trust Account, and the amount raised in private transactions including any PIPE Investment prior to the payment of any Transaction Expenses is less than $400,000,000, Sponsor and NPA will irrevocably terminate, forfeit and cancel, for no consideration and without further right, obligation or liability, a number of shares of Sponsor Stock such that the total number of issued and outstanding Sponsor Stock immediately prior to the Closing equals 20% of the total number of shares of issued and outstanding NPA Class A Common Stock and shares of NPA Class B Common Stock as of immediately prior to the closing of the Business Combination;

•        the anticipated election of our Chairman and Chief Executive Officer as a director of SpaceMobile after the consummation of the Business Combination. As such, in the future he will receive any cash fees, stock options or stock awards that the SpaceMobile Board determines to pay to directors;

•        pursuant to the Stockholders’ Agreement, our Sponsor will have the right to nominate a director to the SpaceMobile Board and Avellan and the other AST Equityholders will have the right to nominate the remaining directors of the SpaceMobile Board, in each case subject to certain conditions;

•        the continued indemnification of our existing directors and officers and the continuation of our directors’ and officers’ liability insurance after the Business Combination; and

•        if the Trust Account is liquidated, including in the event that we are unable to complete an initial business combination within the required time period, our Sponsor has agreed that it will be liable to us if and to the extent of any claims by a third-party (other than our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement,

reduce the amount of funds in the Trust Account to below: (i) $10.00 per public share; or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case, net of the interest which may be withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses, except as to any claims by a third-party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act.

Following the consummation of the Business Combination, our only significant asset will be our ownership interest in AST and such ownership may not be sufficient to pay dividends or make distributions or loans to enable us to pay any dividends on our common stock or satisfy our other financial obligations.

Following the consummation of the Business Combination, we will have no direct operations and no significant assets other than our ownership of AST. We and certain investors, our Sponsor, and directors and officers of our Sponsor and its affiliates will become stockholders of the post-combination company at that time. We will depend on AST for distributions, loans and other payments to generate the funds necessary to meet our financial obligations, including our expenses as a publicly traded company and to pay any dividends with respect to the Common Stock. or any payments we are required to pay under the Tax Receivable Agreement. The financial condition and operating requirements of AST may limit our ability to obtain cash from AST. The earnings from, or other available assets of, AST may not be sufficient to pay dividends or make distributions or loans to enable us to pay any dividends on the Common Stock or satisfy our other financial obligations.

The unaudited pro forma condensed combined financial information included in this proxy statement may not be indicative of what our actual financial position or results of operations would have been.

The unaudited pro forma condensed combined financial information in this proxy statement is presented for illustrative purposes only and is not necessarily indicative of what our actual financial position or results of operations would have been had the Business Combination been completed on the dates indicated. See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

The historical financial results of AST and unaudited pro forma financial information included elsewhere in this proxy statement may not be indicative of what AST’s actual financial position or results of operations would have been if it were a public company.

The historical financial results of AST included in this proxy statement do not reflect the financial condition, results of operations or cash flows it would have achieved as a public company during the periods presented or those SpaceMobile will achieve in the future. SpaceMobile’s financial condition and future results of operations could be materially different from amounts reflected in AST’s historical financial statements included elsewhere in this proxy statement, so it may be difficult for investors to compare SpaceMobile’s future results to historical results or to evaluate its relative performance or trends in its business.

Similarly, the unaudited pro forma financial information in this proxy statement is presented for illustrative purposes only and has been prepared based on a number of assumptions including, but not limited to, AST being treated as the “acquired” company for financial reporting purposes in the business combination, the total debt obligations and the cash and cash equivalents of AST on the date the business combination closes and the number of NPA’s public shares that are redeemed in connection with the business combination. Accordingly, such pro forma financial information may not be indicative of SpaceMobile’s future operating or financial performance and SpaceMobile’s actual financial condition and results of operations may vary materially from the pro forma results of operations and balance sheet contained elsewhere in this proxy statement, including as a result of such assumptions not being accurate. See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

Financial projections with respect to AST may not prove to be reflective of actual financial results.

In connection with the Business Combination, the Board considered, among other things, internal financial forecasts prepared by, or at the direction of, the management of AST, the key elements of which are set forth in the section entitled “Proposal No. 1 — The Business Combination Proposal — The Board’s Reasons for Approving the Business Combination.” AST does not, as a matter of general practice, publicly disclose long-term forecasts or internal projections of its future performance, revenue, financial condition or other results. None of these projections or

forecasts were prepared with a view towards public disclosure or compliance with the published guidelines of the SEC, GAAP or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial forecasts. The projected financial information appearing elsewhere in this proxy statement has been prepared by AST’s management and reflects current estimates of future performance. In addition, AST is a pre-revenue company facing substantial business and operational risks, including a relatively untested market strategy, all of which makes forecasting future business results particularly difficult and results in a significant level of execution risk inherent in the projections. In addition, the projections by their nature become less predictive with each successive year, and any assumptions and forecasts that are not realized in early periods could have a compounding effect on the forecasts shown for later periods, and any failure of an assumption or forecasts to be reflective of actual results in an early period could have a greater effect on the forecasted results failing to be reflective of actual events in later periods. For example, the projections include assumptions relating to, among other things, the number of subscribers that would use the SpaceMobile Service, the speed at which the SpaceMobile Service is adopted, the costs associated with manufacturing and launching satellites, which cannot be assured, and the lack of direct competitors. If any of these assumptions turns out to be inaccurate in any significant respect, actual results will differ, potentially materially, from the forecasted results set forth in the projections. Similarly the projections include assumptions regarding the speed at which the SpaceMobile Service will be adopted through the use of automatic prompts that are made via text message directly to the end-user customer’s mobile phone, and, while similar technology has proven effective in other contexts, such as selling roaming or international cellular coverage to MNO end-user customers, it has not been tested in this context and may prove to be less effective than anticipated. The projections also assume a market and competitive landscape based on technology currently available. However, new or disruptive technologies could significantly alter the market for AST’s services and the competition facing AST’s business.. The assumptions underlying such projected information require the exercise of judgement and may not occur, and the projections are subject to uncertainty due to the effects of technical, economic, business, competitive, regulatory, legislative, and political or other changes. As a result, there can be no assurance that SpaceMobile’s financial condition, including its cash flows or results of operations, will be consistent with those set forth in such projections and forecasts, which could have an adverse impact on the market price of the Class A Common Stock or the business, financial condition and results of operations of SpaceMobile following the Closing.

Subsequent to the consummation of the Business Combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and stock price, which could cause you to lose some or all of your investment.

Although NPA has conducted due diligence on AST, NPA cannot assure you that this diligence revealed all material issues that may be present in its businesses, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of NPA’s or AST’s control will not later arise. As a result, NPA may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in losses. Even if the due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that NPA reports charges of this nature could contribute to negative market perceptions about NPA or our securities. In addition, charges of this nature may cause NPA to violate net worth or other covenants to which we may be subject. Accordingly, any stockholders who choose to remain stockholders following the Business Combination could suffer a reduction in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the Business Combination contained an actionable material misstatement or material omission.

If we raise capital in connection with the Business Combination or in the future by issuing shares of common or preferred stock or other equity or equity-linked securities, convertible debt or other hybrid equity securities, our then-existing stockholders may experience dilution, such new securities may have rights senior to those of our common stock, and the market price of our common stock may be adversely effected.

If we raise capital in the future, including by selling shares of our Class A Common Stock in connection with the PIPE Investment, our then existing stockholders may experience dilution. The Existing Certificate of Incorporation and the A&R Certificate of Incorporation provide that preferred stock may be issued from time to time in one or more series. Our Board is authorized to fix the voting rights, if any, designations, powers, preferences, the relative,

participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. Our Board may, without stockholder approval, issue preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders of the shares of common stock and could have anti-takeover effects. The ability of our Board to issue preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a change of control of us or the removal of existing management. The issuance of any such securities may have the impact of adversely affecting the market price of our common stock.

NPA’s existing stockholders may experience dilution as a consequence of the Business Combination. Having a minority share position may reduce the influence that our current stockholders have on the management of the post-combination company.

It is anticipated that, upon completion of the Business Combination, NPA’s Public Stockholders will own approximately 29% of the outstanding Common Stock, the Existing Equityholders and management will own approximately 71% of the outstanding Common Stock, and Sponsor will own approximately 3% of the outstanding Common Stock. This ownership interest assumes that no holder of NPA’s Class A Common Stock elects to redeem its shares and that approximately 23,000,000 shares of Class A Common Stock are issued in the PIPE Investment, and does not take into account SpaceMobile Warrants that will remain outstanding following the Business Combination or any issuances of equity under the 2020 Plan, which is intended to be entered into in connection with the consummation of the Business Combination. If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by NPA’s existing stockholders in the post-combination company will be different.

To the extent that any of the SpaceMobile Warrants are exercised for shares of Class A Common Stock, or any shares of Class A Common Stock are issued under the 2020 Plan, current stockholders of NPA may experience substantial dilution. Such dilution could, among other things, limit the ability of NPA’s current stockholders to influence management of the post-combination company through the election of directors following the Business Combination.

If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of our securities may decline.

If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of NPA’s securities prior to the Closing may decline. The market values of NPA’s securities at the time of the Business Combination may vary significantly from their prices on the date the Equity Purchase Agreement was executed, the date of this proxy statement, or the date on which our stockholders vote on the Business Combination. Because the number of shares to be issued pursuant to the Equity Purchase Agreement will not be adjusted to reflect any changes in the market price of NPA’s common stock, the market value of common stock issued in the Business Combination may be higher or lower than the values of these shares on earlier dates.

In addition, following the Business Combination, fluctuations in the price of SpaceMobile’s securities could contribute to the loss of all or part of your investment. Prior to the Business Combination, there has not been a public market for the stock of AST. Accordingly, the valuation ascribed to AST in the Business Combination may not be indicative of the price that will prevail in the trading market following the Business Combination. If an active market for our securities develops and continues, the trading price of our securities following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. Any of the factors listed below could have a material adverse effect on your investment in our securities and our securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of our securities may not recover and may experience a further decline.

Factors affecting the trading price of NPA’s securities may include:

•        actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;

•        changes in the market’s expectations about our operating results;

•        success of competitors;

•        our operating results failing to meet the expectation of securities analysts or investors in a particular period;

•        changes in financial estimates and recommendations by securities analysts concerning NPA or the industries in which NPA operates in general;

•        operating and stock price performance of other companies that investors deem comparable to NPA;

•        our ability to market new and enhanced products on a timely basis;

•        changes in laws and regulations affecting our business;

•        commencement of, or involvement in, litigation involving NPA;

•        changes in NPA’s capital structure, such as future issuances of securities or the incurrence of additional debt;

•        the volume of shares of our Class A Common Stock available for public sale;

•        any major change in our Board or management;

•        sales of substantial amounts of our Class A Common Stock by our directors, executive officers or significant stockholders or the perception that such sales could occur; and

•        general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.

Broad market and industry factors may materially harm the market price of our securities irrespective of our operating performance. The stock market in general, and Nasdaq, have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of our securities, may not be predictable. A loss of investor confidence in the market for the stocks of other companies that investors perceive to be similar to NPA could depress our stock price regardless of our business, prospects, financial conditions, or results of operations. A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.

SpaceMobile may be subject to securities litigation, which is expensive and could divert management attention.

Following the Business Combination, the per share price of the Class A Common Stock may be volatile and, in the past, companies that have experienced volatility in the market price of their stock have been subject to securities litigation, including class action litigation. SpaceMobile has been and may be the target of this type of litigation in the future. For example, on January 25, 2020, an alleged stockholder of NPA filed a lawsuit against NPA and its directors, alleging that NPA’s directors caused materially misleading and incomplete information to be disseminated to NPA’s public stockholders in breach of their fiduciary duties, and that NPA aided and abetted the directors’ breach of their fiduciary duties. Litigation of this type could result in substantial costs and diversion of management’s attention and resources, which could have a material adverse effect on the SpaceMobile’s business, financial condition, and results of operations. Any adverse determination in litigation could also subject SpaceMobile to significant liabilities.

NPA’s Initial Stockholders, directors, officers, advisors and their affiliates may elect to purchase shares or public warrants from Public Stockholders or public warrant holders, which may influence a vote on the Business Combination and reduce the public “float” of Class A Common Stock.

NPA’s Initial Stockholders, directors, officers, advisors or their affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either before or following the completion of the Business Combination, although they are under no obligation to do so. There is no limit on the number of shares NPA’s Initial Stockholders, directors, officers, advisors, or their affiliates may purchase in such transactions, subject to compliance with applicable law and the rules of Nasdaq. However, other than as expressly stated herein, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase shares or public warrants in such transactions.

In the event that NPA’s Initial Stockholders, directors, executive officers, advisors, or their affiliates purchase shares in privately negotiated transactions from Public Stockholders who have already elected to exercise their Redemption Rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. The purpose of any such purchases of shares could be to vote such shares in favor of the Business Combination and thereby increase the likelihood of obtaining stockholder approval of the Business Combination or to satisfy a closing

condition in the Equity Purchase Agreement that requires us to have a certain amount of cash at the Closing, where it appears that such requirement would otherwise not be met. In addition, the purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with the initial Business Combination. Any such purchases of our securities may result in the completion of the Business Combination that may not otherwise have been possible.

In addition, if such purchases are made, the public “float” of our common stock and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing, or trading of our securities on a national securities exchange.

NPA’s Initial Stockholders have agreed to vote in favor of the Business Combination, regardless of how our Public Stockholders vote.

Our Initial Stockholders have agreed to vote their Founder Shares, private placement shares as well as any public shares purchased during or after NPA’s IPO, in favor of the Business Combination. As of the date hereof, the Initial Stockholders own approximately 20% of our outstanding shares. Accordingly, it is more likely that the necessary stockholder approval for the Business Combination will be received than would be the case if our Initial Stockholders agreed to vote their Founder Shares and private placement shares in accordance with the majority of the votes cast by our Public Stockholders.

Even if we consummate the Business Combination, the NPA Warrants may not be in the money at the time they become exercisable, and they may expire worthless.

The exercise price for the outstanding NPA Warrants is $11.50 per share of NPA Class A Common Stock. There can be no assurance that the warrants will be in the money following the time they become exercisable and prior to their expiration, and as such, the warrants may expire worthless.

If NPA is unable to complete the Business Combination with AST or another business combination by June 15, 2021, NPA will cease all operations except for the purpose of winding up, dissolving and liquidating.

If the Business Combination is not consummated, NPA may seek another suitable business combination. If NPA does not consummate a business combination by June 15, 2021, NPA will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the shares of NPA Class A Common Stock, at a per-share price, payable in cash, equal to the aggregate amount in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay franchise and income taxes, divided by the number of then outstanding shares of NPA Class A Common Stock and (iii) as promptly as reasonably possible following such redemption, dissolve and liquidate. There will be no Redemption Rights or liquidating distributions with respect to the NPA Warrants, which will expire worthless if NPA fails to complete a business combination within the 21-month time period. If the Business Combination is not consummated, AST will continue operating as a private company.

If, after we distribute the proceeds in the Trust Account to our Public Stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and we and our Board may be exposed to claims of punitive damages.

If NPA is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by NPA’s stockholders. Furthermore, because NPA intends to distribute the proceeds held in the Trust Account to our Public Stockholders promptly after the expiration of the time period to complete an initial business combination, this may be viewed or interpreted as giving preference to our Public Stockholders over any potential creditors with respect to access to or distributions from our assets. Furthermore, the Board may be viewed as having breached its fiduciary duties to our creditors and/or may have acted in bad faith, and thereby exposing itself and NPA to claims of punitive damages, by paying Public Stockholders from the Trust Account before addressing the claims of creditors. NPA cannot assure you that claims will not be brought against us for these reasons.

If, before distributing the proceeds in the Trust Account to our Public Stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders and the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

If, before distributing the proceeds in the Trust Account to our Public Stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

NPA’s stockholders may be held liable for claims by third-parties against NPA to the extent of distributions received by them.

If NPA is unable to complete the Business Combination with AST or another business combination within the required time period, NPA will cease all operations except for the purpose of winding up, liquidating and dissolving, subject to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. NPA cannot assure you that we will properly assess all claims that may be potentially brought against us. As such, NPA’s stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of the date of distribution. Accordingly, NPA cannot assure you that third-parties will not seek to recover from our stockholders amounts owed to them by NPA.

The Business Combination is subject to conditions, including certain conditions that may not be satisfied on a timely basis, if at all.

Unless waived by the parties to the Equity Purchase Agreement, and subject to applicable law, the consummation of the Business Combination is subject to a number of conditions set forth in the Equity Purchase Agreement including, among other things, that (i) NPA has received the Required NPA Stockholder Approval, (ii) NPA has at least $5,000,001 in tangible assets immediately prior to closing, (iii) NPA has no less than $250,000,000 in immediately available cash, after deducting all Transaction Expenses, and (iv) NPA will remain listed on Nasdaq and has not received any written notice from Nasdaq that it has failed or would reasonably be expected to fail to meet Nasdaq listing requirements as of the Closing Date. For more information about conditions to the consummation of the Business Combination, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Conditions to the Closing of the Business Combination.”

Risks Relating to Redemptions

The ability of our Public Stockholders to exercise Redemption Rights with respect to a large number of our shares may not allow us to complete the Business Combination or optimize our capital structure.

We do not know how many stockholders may exercise their Redemption Rights prior to the consummation of the Business Combination, and therefore will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. If a larger number of shares are submitted for redemption than we initially expect, we may need to restructure the transaction to reserve a greater portion of the cash in the Trust Account or arrange for third party financing. Raising additional third party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. Furthermore, this dilution would increase to the extent that the anti-dilution provisions of the NPA Class B Common Stock result in the issuance of NPA Class A Common Stock on a greater than one-to-one basis upon conversion of the NPA Class B Common Stock. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure.

There is no guarantee that a stockholder’s decision whether to redeem its shares for a pro rata portion of the Trust Account will put the stockholder in a better future economic position.

We can give no assurance as to the price at which a stockholder may be able to sell its public shares in the future following the completion of the Business Combination or any alternative initial business combination. Certain events following the consummation of any initial business combination, including the Business Combination, may cause an increase in the share price of the post-combination company relative to the share price of NPA Class A Common Stock, and may result in a lower value realized now than a stockholder of NPA might realize in the future had the stockholder not redeemed its shares. Similarly, if a stockholder does not redeem their shares, the stockholder will bear the risk of ownership of the shares in the post-combination company after the consummation of any initial business combination, and there can be no assurance that a stockholder can sell its shares in the future for a greater amount than the redemption price set forth in this proxy statement. A stockholder should consult the stockholder’s tax and/or financial advisor for assistance on how this may affect his, her or its individual situation.

The ability of our Public Stockholders to exercise Redemption Rights with respect to a large number of our shares could increase the probability that the Business Combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your stock.

Because the Equity Purchase Agreement requires us to use the cash in the Trust Account as consideration for the Business Combination, and requires us to have a minimum amount of cash at closing, the probability that the Business Combination will be unsuccessful is increased. If the Business Combination is unsuccessful, you would not receive your pro rata portion of the Trust Account until we liquidate the Trust Account. If you are in need of immediate liquidity, you could attempt to sell your stock in the open market; however, at such time our stock may trade at a discount to the pro rata amount per share in the Trust Account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with our redemption until we liquidate or you are able to sell your stock in the open market.

If you fail to comply with the redemption requirements specified in this proxy statement, you will not be entitled to redeem your shares of NPA Class A Common Stock for a pro rata portion of the Trust Account.

Holders of NPA Class A Common Stock are not required to affirmatively vote against the business combination proposal in order to exercise their rights to redeem their shares for a pro rata portion of the Trust Account. To exercise their Redemption Rights, they are required to submit a request in writing and deliver their stock (either physically or electronically) to our Transfer Agent by         , 2021. Stockholders electing to redeem their shares will receive their pro rata portion of the Trust Account less taxes payable, calculated as of two business days prior to the anticipated consummation of the Business Combination.

We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete the Business Combination with which a substantial majority of our stockholders do not agree.

Our Existing Certificate of Incorporation does not provide a specified maximum redemption threshold, except that in no event will we redeem shares of NPA Class A Common Stock in an amount that would cause our net tangible assets to be less than $5,000,001 upon consummation of the Business Combination and after payment of underwriters’ fees and commissions (such that we are not subject to the SEC’s “penny stock” rules). As a result, we may be able to complete the Business Combination even though a substantial majority of our Public Stockholders do not agree with the transaction and have redeemed their shares. In the event the aggregate cash consideration we would be required to pay for all shares of NPA Class A Common Stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the Business Combination exceed the aggregate amount of cash available to us, we will not complete the Business Combination or redeem any shares, all shares of Class A Common Stock submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.

If you or a “group” of stockholders of which you are a part are deemed to hold an aggregate of more than 15% of NPA Class A Common Stock issued in the IPO, you (or, if a member of such a group, all of the members of such group in the aggregate) will lose the ability to redeem all such shares in excess of 15% of NPA Class A Common Stock issued in the IPO, without our prior consent.

A Public Stockholder, together with any affiliate of such Public Stockholder or any other person with whom such Public Stockholder is acting in concert or as a “group” (as defined in Section 13 of the Exchange Act), will be restricted from redeeming its shares of NPA Class A Common Stock with respect to more than an aggregate of 15% of the shares of NPA Class A Common Stock, without our prior consent. Accordingly, if a Public Stockholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the shares of NPA Class A Common Stock, then any such shares in excess of that 15% limit would not be redeemed for cash, without our prior consent.

Risks Relating to Our Organization and Structure

Following the Closing, we will be a “controlled company” within the meaning of the Nasdaq listing standards and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to stockholders of companies that are subject to such requirements.

Following the Closing, the Key Holders will hold all of the Class C Common Stock, which prior to the Sunset Date will entitle such holders to cast the lesser of 10 votes per share and the Class C Share Voting Amount, the latter of which is a number of votes per share equal to (i) the Closing Class C Percentage (which we anticipate will be approximately 88%, assuming that (x) none of our current stockholders exercise their right to redeem their NPA Class A Common Stock, (y) the aggregate proceeds received by NPA in connection with the PIPE Investment is $230,000,000 and (z) there is no Additional PIPE Investment) of the total voting power of the outstanding voting stock of SpaceMobile, minus (ii) the total voting power of the outstanding stock of SpaceMobile owned or controlled by the Key Holders, divided by (iii) the number of shares of Class C Common Stock then outstanding. The practical effect of the formula used to calculate the Class C Share Voting Amount is that it will cap the aggregate voting power of the Class C Common Stock so that, in most scenarios, the voting power of the Class C Common Stock will not increase, or will increase more slowly than it would otherwise in the event the Class C holders acquire additional voting stock in SpaceMobile. As a result, following the Closing, we anticipate that the Key Holders will control approximately 88% of the combined voting power of Common Stock, and may control a majority of the voting power of SpaceMobile so long as the Class C Common Stock represents at least 9.1% of Common Stock. As a result of the Key Holders’ holdings after the Closing, we will qualify as a “controlled company” within the meaning of the corporate governance standards of Nasdaq. Under these rules, a listed company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirement that (i) a majority of the SpaceMobile Board consist of independent directors, (ii) we have a compensation committee that is composed entirely of independent directors and (iii) director nominees be selected or recommended to the SpaceMobile Board by independent directors.

We expect to rely on certain of these exemptions after the Closing. As a result, we will not have a compensation committee consisting entirely of independent directors and our directors will not be nominated or selected solely by independent directors. We may also rely on the other exemptions so long as we qualify as a controlled company. To the extent we rely on any of these exemption, holders of Class A Common Stock will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of Nasdaq.

The multi-class structure of Common Stock will have the effect of concentrating voting power with Abel Avellan, who will serve as Chief Executive Officer of SpaceMobile. This concentration of voting power will limit other stockholders’ ability to influence the outcome of important transactions, including a change of control.

Upon the completion of the Business Combination, Avellan will hold all the outstanding shares of Class C Common Stock and a percentage of the Class A Common Stock and Class B Common Stock outstanding that will be approximately 43%, assuming no shares of Class A Common Stock are redeemed, and 49% assuming the maximum shares of Class A Common Stock are redeemed. In addition to voting together with Class A Common Stock and Class B Common Stock (with one vote per share) on all matters, as a holder of Class C Common Stock,

Avellan will, prior to the Sunset Date, be entitled to a number of votes on all matters on which stockholders generally are entitled to vote equal to the lesser of 10 votes per share and the Class C Share Voting Amount, the latter of which is a number of votes per share equal to (i) the Closing Class C Percentage (which we anticipate will be approximately 88%, assuming that (x) none of our current stockholders exercise their right to redeem their NPA Class A Common Stock, (y) the aggregate proceeds received by NPA in connection with the PIPE Investment is $230,000,000 and (z) there is no Additional PIPE Investment) of the total voting power of the outstanding voting stock of SpaceMobile, minus (ii) the total voting power of the outstanding stock of SpaceMobile owned or controlled by the Key Holders, divided by (iii) the number of shares of Class C Common Stock then outstanding. The practical effect of the formula used to calculate the Class C Share Voting Amount is that it will cap the aggregate voting power of the Class C Common Stock so that, in most scenarios, the voting power of the Class C Common Stock will not increase, or will increase more slowly than it would otherwise in the event the Class C holders acquire additional voting stock in SpaceMobile. As a result, we anticipate that, following the Closing, the Key Holders will control approximately 88% of the combined voting power of the Common Stock, and may control a majority of the voting power of SpaceMobile so long as the Class C Common Stock represents at least 9.1% of SpaceMobile’s total Common Stock. Accordingly, upon the consummation of the Business Combination, Avellan will be able to control or exert substantial influence over all matters submitted to our stockholders for approval, including the election of directors and amendments of our organization documents. Avellan may have interests that differ from those of the other stockholders and may vote in a way with which the other stockholders disagree and which may be adverse to their interests. This concentrated control may have the effect of delaying, preventing or deterring a change of control of SpaceMobile, could deprive SpaceMobile stockholders of an opportunity to receive a premium for their capital stock as part of a sale of SpaceMobile, and might ultimately affect the market price of shares of Class A Common Stock and Class B Common Stock. For information about SpaceMobile’s securities, see the section entitled “Description of SpaceMobile Securities” beginning on page 239 of this proxy statement.

We cannot predict the impact SpaceMobile’s multi-class structure may have on the stock price of Class A Common Stock.

We cannot predict whether SpaceMobile’s multi-class structure will result in a lower or more volatile market price of Class A Common Stock or in adverse publicity or other adverse consequences. For example, certain index providers have announced restrictions on including companies with multiple-class share structures in certain of their indices. In July 2017, FTSE Russell and S&P Dow Jones announced that they would cease to allow most newly public companies utilizing dual or multi-class capital structures to be included in their indices. Affected indices include the Russell 2000 and the S&P 500, S&P MidCap 400 and S&P SmallCap 600, which together make up the S&P Composite 1500. Beginning in 2017, MSCI, a leading stock index provider, opened public consultations on their treatment of no-vote and multi-class structures and temporarily barred new multi-class listings from certain of its indices; however, in October 2018, MSCI announced its decision to include equity securities “with unequal voting structures” in its indices and to launch a new index that specifically includes voting rights in its eligibility criteria. Under the announced policies, our multi-class capital structure would make us ineligible for inclusion in certain indices, and as a result, mutual funds, exchange-traded funds and other investment vehicles that attempt to passively track those indices will not be investing in our stock. These policies are still fairly new and it is as of yet unclear what effect, if any, they will have on the valuations of publicly traded companies excluded from the indices, but it is possible that they may depress these valuations compared to those of other similar companies that are included. Because of our multi-class structure, we will likely be excluded from certain of these indices and we cannot assure you that other stock indices will not take similar actions. Given the sustained flow of investment funds into passive strategies that seek to track certain indices, exclusion from stock indices would likely preclude investment by many of these funds and could make shares of Class A Common Stock less attractive to other investors. As a result, the market price of shares of Class A Common Stock could be adversely affected.

Sponsor and the AST Equityholders will control the direction of SpaceMobile’s business, and the concentrated ownership of Common Stock will prevent you and other stockholders from influencing significant decisions.

In connection with the Business Combination, Sponsor and the AST Equityholders will enter into the Stockholders’ Agreement with SpaceMobile. Pursuant to the terms of the Stockholders’ Agreement, each of the parties thereto will be required to take all necessary action to cause the specified designees of Sponsor, Avellan and certain

SpaceMobile will qualify as an “emerging growth company” within the meaning of the Securities Act, and if it takes advantage of certain exemptions from disclosure requirements available to emerging growth companies, it could make SpaceMobile’s securities less attractive to investors and may make it more difficult to compare SpaceMobile’s performance to the performance of other public companies.

SpaceMobile will qualify as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act. As such, SpaceMobile will be eligible for and intends to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as it continues to be an emerging growth company, including, but not limited to, (i) not being required to comply with the auditor attestation requirements of Section 404 of the SOX, (ii) reduced disclosure obligations regarding executive compensation in New Stem’s periodic reports and proxy statements and (iii) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As a result, SpaceMobile’s stockholders may not have access to certain information they may deem important. SpaceMobile will remain an emerging growth company until the earliest of (i) the last day of the fiscal year (a) following the fifth anniversary of the completion of our IPO, (b) in which SpaceMobile has total annual gross revenue of at least $1.07 billion, or (c) in which SpaceMobile is deemed to be a large accelerated filer, which means the market value of its common stock that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (ii) the date on which SpaceMobile has issued more than $1.0 billion in non-convertible debt securities during the prior three year period. NPA cannot predict whether investors will find SpaceMobile’s securities less attractive because it will rely on these exemptions. If some investors find SpaceMobile’s securities less attractive as a result of its reliance on these exemptions, the trading prices of SpaceMobile’s securities may be lower than they otherwise would be, there may be a less active trading market for SpaceMobile’s securities and the trading prices of SpaceMobile’s securities may be more volatile.

If we were deemed an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”), following the Closing, applicable restrictions could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business.

An issuer will generally be deemed to be an “investment company” for purposes of the Investment Company Act if:

•        it is an “orthodox” investment company because it is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities; or

•        it is an inadvertent investment company because, absent an applicable exemption, it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis.

We believe that we are engaged primarily in the business of providing asset management services and not primarily in the business of investing, reinvesting or trading in securities. We hold ourselves out as an asset management firm and do not propose to engage primarily in the business of investing, reinvesting or trading in securities. Accordingly, we do not believe that SpaceMobile or AST is an “orthodox” investment company as described in the first bullet point above. Furthermore, SpaceMobile treats AST as a majority-owned subsidiary for purposes of the Investment Company Act. Therefore, we believe that less than 40% of our total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis following the Closing will comprise assets that could be considered investment securities. Accordingly, we do not believe that SpaceMobile or AST will be an inadvertent investment company by virtue of the 40% inadvertent investment company test as described in the second bullet point above. In addition, we believe we will not be an investment company under section 3(b)(1) of the Investment Company Act because we will be primarily engaged in a non-investment company business.

The Investment Company Act and the rules thereunder contain detailed parameters for the organization and operations of investment companies. Among other things, the Investment Company Act and the rules thereunder limit or prohibit transactions with affiliates, impose limitations on the issuance of debt and equity securities, prohibit the issuance of stock options, and impose certain governance requirements. Following the Closing, we intend to continue

to conduct our operations so that we will not be deemed to be an investment company under the Investment Company Act. However, if anything were to happen that would cause us to be deemed to be an investment company under the Investment Company Act, requirements imposed by the Investment Company Act, including limitations on our capital structure, ability to transact business with affiliates (including AST) and ability to compensate key employees, could make it impractical for us to continue our business as currently conducted, impair the agreements and arrangements between and among AST, us or our senior management team, or any combination thereof and materially and adversely affect our business, financial condition and results of operations.

Because members of our senior management team will hold most or all of their economic interest in AST through other entities, conflicts of interest may arise between them and holders of shares of Class A Common Stock or us.

Because members of our senior management team will hold most or all of their economic interest in AST directly through holding companies rather than through ownership of shares of Class A Common Stock following the Closing, they may have interests that will not align with, or conflict with, those of the holders of Class A Common Stock or with us. For example, members of our senior management team may have different tax positions from those of SpaceMobile and/or holders of Class A Common Stock, which could influence their decisions regarding whether and when to enter into certain transactions or dispose of assets, whether and when to incur new or refinance existing indebtedness, and whether and when we should terminate the Tax Receivable Agreement and accelerate the obligations thereunder. In addition, the structuring of future transactions and investments may take into consideration the members’ tax considerations even where no similar benefit would accrue to SpaceMobile.

The requirements of being a public company may strain our resources and divert management’s attention.

As a public company, we are subject to the reporting requirements of the Exchange Act, the SOX, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of Nasdaq and other applicable securities rules and regulations. Compliance with these rules and regulations increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources, particularly after we are no longer an “emerging growth company.” The SOX requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. In order to maintain and, if required, improve our disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight may be required. As a result, management’s attention may be diverted from other business concerns, which could adversely affect our business and operating results. We may need to hire more employees in the future or engage outside consultants to comply with these requirements, which will increase our costs and expenses.

Risks Relating to Tax

Our only principal asset following the Business Combination will be our interest in AST, and accordingly we will depend on distributions from AST to pay dividends, taxes, other expenses, and make any payments required to be made by us under the Tax Receivable Agreement.

Upon consummation of the Business Combination, we will be a holding company and will have no material assets other than our ownership of AST Common Units. We are not expected to have independent means of generating revenue or cash flow, and our ability to pay our taxes, operating expenses, and pay any dividends in the future will be dependent upon the financial results and cash flows of AST. There can be no assurance that AST will generate sufficient cash flow to distribute funds to us or that applicable state law and contractual restrictions, including negative covenants under debt instruments will permit such distributions. If AST does not distribute sufficient funds to us to pay our taxes or other liabilities, we may default on contractual obligations or have to borrow additional funds. In the event that we are required to borrow additional funds it could adversely affect our liquidity and subject us to additional restrictions imposed by lenders.

AST will continue to be treated as partnership for U.S. federal income tax purposes and, as such, generally will not be subject to any entity-level U.S. federal income tax. Instead, taxable income will be allocated, for U.S. federal income tax purposes, to the holders AST Common Units. Under the terms of the A&R Operating Agreement, AST is

obligated to make pro rata tax distributions to holders of AST Common Units calculated at certain assumed rates. In addition to tax expenses, we will also incur expenses related to our operations, including payment obligations under the Tax Receivable Agreement, which could be significant and some of which will be reimbursed by AST (excluding payment obligations under the Tax Receivable Agreement). For so long as we are Managing Member (as defined in the A&R Operating Agreement) of AST, we intend to cause AST to make ordinary distributions and tax distributions to the holders of AST Common Units on a pro rata basis in amounts sufficient to enable us to cover all applicable taxes, relevant operating expenses, payments under the Tax Receivable Agreement and dividends, if any, declared by us. However, AST’s ability to make such distributions may be subject to various limitations and restrictions, including, but not limited to, retention of amounts necessary to satisfy the obligations of AST and its subsidiaries and restrictions on distributions that would violate any applicable restrictions contained in AST’s debt agreements, or any applicable law, or that would have the effect of rendering AST insolvent. To the extent we are unable to make payments under the Tax Receivable Agreement for any reason, such payments will be deferred and will accrue interest until paid. Additionally, nonpayment for a specified period and/or under certain circumstances may constitute a material breach of a material obligation under the Tax Receivable Agreement and therefore accelerate payments under the Tax Receivable Agreement, which could be substantial.

We anticipate that the distributions received from AST may, in certain periods, exceed our actual tax liabilities and obligations to make payments under the Tax Receivable Agreement. The board, in its sole discretion, will make any determination from time to time with respect to the use of any such excess cash so accumulated, which may include, among other uses, to pay dividends on our Class A Common Stock. We will have no obligation to distribute such cash (or other available cash other than any declared dividend) to our stockholders.

The Tax Receivable Agreement will require SpaceMobile to make cash payments to the TRA Holders in respect of certain tax benefits and such payments may be substantial. In certain cases, payments under the Tax Receivable Agreement may (i) exceed any actual tax benefits the Tax Group realizes or (ii) be accelerated.

At the Closing of the Business Combination, SpaceMobile, AST, the Existing Equityholders and the TRA Holder Representative will enter into the Tax Receivable Agreement. Pursuant to the Tax Receivable Agreement, SpaceMobile will generally be required to pay the TRA Holders 85% of the amount of savings, if any, in U.S. federal, state, local, and foreign taxes that are based on, or measured with respect to, net income or profits, and any interest related thereto that the Tax Group (i.e., SpaceMobile and applicable consolidated, unitary, or combined Subsidiaries) realizes, or is deemed to realize, as a result of certain Tax Attributes, which include:

•        existing tax basis in certain assets of AST and certain of its direct or indirect Subsidiaries, including assets that will eventually be subject to depreciation or amortization, once placed in service, attributable to AST Common Units acquired by SpaceMobile from a TRA Holder (including AST Common Units held by a Blocker Corporation acquired by SpaceMobile in a Reorganization Transaction (as defined in the Tax Receivable Agreement)), each as determined at the time of the relevant acquisition;

•        tax basis adjustments resulting from taxable exchanges of AST Common Units (including any such adjustments resulting from certain payments made by SpaceMobile under the Tax Receivable Agreement) acquired by SpaceMobile from a TRA Holder pursuant to the terms of the A&R Operating Agreement;

•        tax deductions in respect of portions of certain payments made under the Tax Receivable Agreement; and

•        certain tax attributes of Blocker Corporations holding AST Common Units that are acquired directly or indirectly by SpaceMobile pursuant to a Reorganization Transaction.

Payments under the Tax Receivable Agreement generally will be based on the tax reporting positions that SpaceMobile determines (with the amount of subject payments determined in consultation with an advisory firm and subject to the TRA Holder Representative’s review and consent), and the IRS or another taxing authority may challenge all or any part of a position taken with respect to Tax Attributes or the utilization thereof, as well as other tax positions that SpaceMobile takes, and a court may sustain such a challenge. In the event that any Tax Attributes initially claimed or utilized by the Tax Group are disallowed, the TRA Holders will not be required to reimburse SpaceMobile for any excess payments that may previously have been made pursuant to the Tax Receivable Agreement, for example, due to adjustments resulting from examinations by taxing authorities. Rather, any excess payments made

to such TRA Holders will be applied against and reduce any future cash payments otherwise required to be made by SpaceMobile to the applicable TRA Holders under the Tax Receivable Agreement, after the determination of such excess. However, a challenge to any Tax Attributes initially claimed or utilized by the Tax Group may not arise for a number of years following the initial time of such payment and, even if challenged earlier, such excess cash payment may be greater than the amount of future cash payments that SpaceMobile might otherwise be required to make under the terms of the Tax Receivable Agreement. As a result, there might not be future cash payments against which such excess can be applied and SpaceMobile could be required to make payments under the Tax Receivable Agreement in excess of the Tax Group’s actual savings in respect of the Tax Attributes.

Moreover, the Tax Receivable Agreement will provide that, in certain Early Termination Events, SpaceMobile will be required to make a lump-sum cash payment to all the TRA Holders equal to the present value of all forecasted future payments that would have otherwise been made under the Tax Receivable Agreement, which lump-sum payment would be based on certain assumptions, including those relating to there being sufficient future taxable income of the Tax Group to fully utilize the Tax Attributes over certain specified time periods and that all AST Common Units (including AST Common Units held by Blocker Corporations) that had not yet been exchanged for Class A Common Stock or cash are deemed exchanged for cash. The lump-sum payment could be material and could materially exceed any actual tax benefits that the Tax Group realizes subsequent to such payment.

Payments under the Tax Receivable Agreement will be our obligations and not obligations of AST. Any actual increase in our allocable share of AST and its relevant subsidiaries’ tax basis in relevant assets, as well as the amount and timing of any payments under the Tax Receivable Agreement, will vary depending upon a number of factors, including the timing of exchanges, the market price of the Class A Common Stock at the time of an exchange of AST Common Units by a TRA Holder pursuant to the terms of the A&R Operating Agreement and the amount and timing of the recognition of the Tax Group’s income for applicable tax purposes. While many of the factors that will determine the amount of payments that we will be required to make under the Tax Receivable Agreement are outside of our control, we expect that the aggregate payments we will be required to make under the Tax Receivable Agreement could be substantial and, if those payments substantially exceed the tax benefit we realize in a given year or in the aggregate, could have an adverse effect on SpaceMobile’s financial condition, which may be material.

Any payments made by SpaceMobile under the Tax Receivable Agreement will generally reduce the amount of overall cash flow that might have otherwise been available to us. To the extent that we are unable to make timely payments under the Tax Receivable Agreement for any reason, the unpaid amounts will be deferred and will accrue interest until paid. Additionally, nonpayment for a specified period and/or under certain circumstances may constitute a material breach of a material obligation under the Tax Receivable Agreement and therefore accelerate payments due under the Tax Receivable Agreement. Furthermore, SpaceMobile’s future obligation to make payments under the Tax Receivable Agreement could make SpaceMobile a less attractive target for an acquisition, particularly in the case of an acquirer that cannot use some or all of the Tax Attributes that may be deemed realized under the Tax Receivable Agreement. See also the section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Tax Receivable Agreement.” Increases in income tax rates, changes in income tax laws or disagreements with tax authorities can adversely affect SpaceMobile’s, AST’s or its subsidiaries’ business, financial condition or results of operations.

SpaceMobile could be adversely affected by changes in applicable tax laws, regulations, or administrative interpretations thereof in the United States or other jurisdictions.

SpaceMobile could also be adversely affected by changes in applicable tax laws, regulations, or administrative interpretations thereof in the United States or other jurisdictions and changes in tax law could reduce SpaceMobile’s after-tax income and adversely affect our business and financial condition. For example, the U.S. federal tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”), enacted in December 2017, resulted in fundamental changes to the U.S. Internal Revenue Code of 1986 (the “Code”), as amended, including, among many other things, a reduction to the federal corporate income tax rate, a partial limitation on the deductibility of business interest expense, a limitation on the deductibility of certain director and officer compensation expense, limitations on net operating loss carrybacks and carryovers and changes relating to the scope and timing of U.S. taxation on earnings from international business operations. Subsequent legislation, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) enacted on March 27, 2020, relaxed certain of the limitations imposed by the Tax Act for certain taxable years, including the limitation on the use and carryback of net operating losses and the limitation on the deductibility of

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Introduction

NPA is providing the following unaudited pro forma condensed combined financial information to aid you in your analysis of the financial aspects of the Business Combination. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X. The following unaudited pro forma condensed combined financial statements of NPA presents the combination of the financial information of NPA and AST, adjusted to give effect to the Business Combination including:

•        the reverse recapitalization between AST and NPA, whereby no goodwill or other intangible assets are recorded;

•        the consummation of the PIPE Investment pursuant to the Subscription agreements; and

•        the effectiveness of the Tax Receivable Agreement.

NPA is a blank check company incorporated on May 28, 2019 as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On September 13, 2019, the closing date of the IPO, NPA consummated its IPO of 20,000,000 units at $10.00 per unit, generating gross proceeds of $200,000,000. Simultaneously with the closing of the IPO, NPA consummated the sale of 5,500,000 private placement warrants to the Sponsor at a price of $1.00 per warrant, generating gross proceeds of $5,500,000. The 20,000,000 public warrants issued in the IPO units and the 5,500,000 private placement warrants are each exercisable for one share of NPA Class A Common Stock at an exercise price of $11.50. On September 19, 2019, in connection with the underwriters’ full exercise of their over-allotment option, NPA consummated the sale of an additional 3,000,000 units and the sale of an additional 600,000 private placement warrants, generating total gross proceeds of $30,600,000. Following the IPO, the exercise of the over-allotment option and the sale of the private placement warrants, a total of $230,000,000 was placed in the Trust Account. As of December 31, 2020, there was approximately $232,196,027 held in the Trust Account. NPA has until June 15, 2021 (21 months from the IPO Closing Date) to complete an initial business combination.

AST was organized as a limited liability company under the laws of the State of Delaware on May 31, 2017. AST’s SpaceMobile Service is expected to provide cost-effective, high-speed mobile broadband services with global coverage to all end-users, regardless of where they live or work, without the need to purchase special equipment. The SpaceMobile Service would be the first global space-based cellular broadband network using LEO satellites to provide connectivity to any standard, unmodified, off-the-shelf mobile phone or 2G/3G/4G LTE/5G and IoT-enabled device. AST’s innovative satellite designs and components will reduce the communication delay effects which existing geostationary satellite systems experience. The SpaceMobile Service will provide global coverage for users traveling in and out of areas without terrestrial mobile services on land, at sea or in flight.

The following unaudited pro forma condensed combined balance sheet as of December 31, 2020 assumes that the Business Combination occurred on December 31, 2020. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2020 present the pro forma effect to the Business Combination as if they had been completed on January 1, 2020.

The unaudited pro forma condensed combined financial statements have been presented for illustrative purposes only and do not necessarily reflect what SpaceMobile’s financial condition or results of operations would have been had the Business Combination occurred on the dates indicated. Further, the pro forma condensed combined financial information also may not be useful in predicting the future financial condition and results of operations of SpaceMobile. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.

The historical financial information of NPA was derived from the audited financial statements of NPA as of and for the year ended December 31, 2020, included elsewhere in this proxy statement. The historical financial information of AST was derived from the audited consolidated financial statements of AST as of and for the year ended December 31, 2020, included elsewhere in this proxy statement. This information should be read together with

NPA’s and AST’s audited financial statements and related notes, the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of NPA,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of AST” and other financial information included elsewhere in this proxy statement.

Under both the no redemption and maximum redemption scenarios, the Business Combination will be accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with United States generally accepted accounting principles (“GAAP”). The AST shareholders continue to control AST before and after the Business Combination. As there is no change in control, AST has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

•        AST shareholders will have a majority of the voting power of SpaceMobile under both the no redemption and maximum redemption scenarios;

•        AST will have the ability to nominate and represent a majority of the SpaceMobile Board; and

•        AST’s former management will comprise the vast majority of the management and executive positions of SpaceMobile.

Under this method of accounting, NPA will be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of AST issuing stock for the net assets of NPA, accompanied by a recapitalization. The net assets of NPA will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of AST.

Description of the Business Combination

On December 15, 2020, NPA entered into the Equity Purchase Agreement. The consideration to be paid in connection with the Business Combination will consist of the Contribution Amount. At the Closing, a series of transactions will occur including the following: NPA will (i) enter into the A&R Certificate of Incorporation to, among other things, (a) change the name of NPA to AST SpaceMobile, Inc., (b) convert all then-outstanding Sponsor Stock, excluding any Forfeited Sponsor Stock, into Class A Common Stock and (c) authorize the issuance of Class B Common Stock and Class C Common Stock, (ii) replace the Existing Bylaws with the SpaceMobile Bylaws, and (iii) enter into the TRA with AST and the Existing Equityholders as part of the transaction.

Additionally, at Closing the Existing Equityholders, SpaceMobile and AST will enter into the A&R Operating Agreement of AST, which, among other things, will (i) restructure the capitalization of AST to (a) authorize the issuance of AST Common Units to NPA, (b) reclassify the Existing AST Units, other than any Existing AST Prior Incentive Equity Units, held by the Existing Equityholders into AST Common Units and (c) reclassify all of the Existing AST Prior Incentive Equity Units into AST Incentive Equity Units, concurrently with and subject to adjustments to the AST Options affecting the number of units and exercise price (as applicable) thereof, (ii) appoint NPA as the managing member of AST. Pursuant to the Equity Purchase Agreement, at Closing, each Existing AST Unit held by each Existing Equityholder will automatically be reclassified into the number of AST Common Units set forth in Schedule I of the Equity Purchase Agreement. Following this reclassification, any certificates outstanding evidencing ownership of Existing AST Units will be of no further force or effect.

Following the consummation of the transactions contemplated by the Equity Purchase Agreement, SpaceMobile will be organized in an “Up-C” structure whereby the existing shareholders of AST will receive a class of noneconomic common shares (Class B Common Stock) and Abel Avellan, the current controlling party of AST, will receive a class of super-voting, noneconomic common shares (Class C Common Stock) in SpaceMobile while retaining economic interests in AST that are exchangeable to Class A Common Stock or redeemable for cash. When a holder of Class B Common Stock exchanges AST Common Units for shares of Class A Common Stock, a number of shares of Class B Common Stock equal to the number of such AST Common Units will be immediately retired and will no longer be outstanding. However, when a holder of Class C Common Stock exchanges AST Common Units for Class A Common Stock, no shares of Class C Common Stock are retired until the shares of Class A Common Stock received in exchange are transferred to a person who is not a Key Holder. By contrast, if

AST Common Units are redeemed for cash, whether by holders of Class B Common Stock or Class C Common Stock, a corresponding number of shares of Class B Common Stock or Class C Common Stock will be retired and will no longer be outstanding.

The following table shows the effect on the voting rights and economic interests on each class of stockholders (based on the anticipated economic interest and voting rights at Closing) if all of the holders of Class B Common Stock exchanged their AST Common Units for Class A Common Stock following the Closing.

Because all of the shares of Class B Common Stock are retired immediately upon exchange, and effectively replaced with Class A Common Stock, the economic interest and voting rights of the various classes of stockholders do not change following such exchange.

The effect of the holders of Class C Common Stock collectively exchanging all of their AST Common Units for shares of Class A Common Stock, is reflected in the table below.

Although the shares of Class C Common Stock remain outstanding, they are non-economic, and so the economic percentages for each class of stockholder do not change by virtue of the exchange. Furthermore, the voting percentages do not change either, because the calculation of the Class C Share Voting Amount, reduces the number of shares that each share of Class C Common Stock bears by an amount proportional to the number of shares of other voting stock (other than Class C Common Stock) held by the Class C Common Stockholder. The practical effect of the formula used to calculate the Class C Share Voting Amount is that it will cap the aggregate voting power of the Class C Common Stock so that, in most scenarios, the voting power of the Class C Common Stock will not increase, or will increase more slowly than it would otherwise in the event the Class C holders acquire additional voting stock in SpaceMobile. In this example, because the Class C Stockholders received additional voting stock in the form of Class A Common Stock, the Class C Share Voting Amount is reduced from 10 votes per share (at Closing) to approximately 9 votes per share, so the overall voting power of the Class C shares remains constant.

As such, in these examples, a holder of Class B Common Stock exchanging AST Common Units for Class A Common Stock and forfeiting its voting shares of Class B Common Stock, such holder has the same voting and economic rights in the Company before and after such transaction. Upon a holder of Class C Common Stock exchanging AST Common Units for Class A Common Stock but not also forfeiting its voting shares of Class C Common Stock, such holder retains their same ownership rights in the Company before and after such exchange; however, because the holder retains shares of Class C Common Stock until the corresponding shares of Class A Common Stock are transferred to non-Key Holders, the holder’s voting rights remain the same as before the exchange. Although the holder of Class C Common Stock now has additional voting stock in the Company—the Class A Common Stock received in exchange of AST Common Units—the number of votes each share of Class C Common Stock bears is reduced (through the calculation of the Class C Share Voting Amount) so that the holder’s overall voting power does not increase.

state, local, and foreign taxes that are based on, or measured with respect to, net income or profits, and any interest related thereto that the Tax Group (i.e., SpaceMobile and applicable consolidated, unitary, or combined Subsidiaries thereof) realizes, or is deemed to realize, as a result of certain Tax Attributes, which include:

•        existing tax basis in certain assets of AST and certain of its direct or indirect Subsidiaries, including assets that will eventually be subject to depreciation or amortization, once placed in service, attributable to AST Common Units acquired by SpaceMobile from a TRA Holder (including AST Common Units held by a Blocker Corporation acquired by SpaceMobile in a Reorganization Transaction (as defined in the Tax Receivable Agreement)), each as determined at the time of the relevant acquisition;

•        tax basis adjustments resulting from taxable exchanges of AST Common Units (including any such adjustments resulting from certain payments made by SpaceMobile under the Tax Receivable Agreement) acquired by SpaceMobile from a TRA Holder pursuant to the terms of the A&R Operating Agreement;

•        tax deductions in respect of portions of certain payments made under the Tax Receivable Agreement; and

•        certain tax attributes of Blocker Corporations holding AST Common Units that are acquired directly or indirectly by SpaceMobile pursuant to a Reorganization Transaction.

The following summarizes the consideration under the no redemption and maximum redemption scenarios:

____________

(a)      Under the no redemption scenario, the Contribution Amount that will be contributed to AST is calculated based on the assumed $232.2 million of NPA cash and $230.0 million raised from the PIPE Investment less $4.8 million for estimated deferred underwriting commissions payable to BTIG.

(b)      In addition to the inputs from the no redemption scenario, the maximum redemption scenario assumes $167.4 million in redemptions, calculated based on the $232.2 million of cash held in the Trust Account and $230.0 million raised from the PIPE Investment less $250.0 million of minimum cash to complete the transaction, net of $44.8 million of estimated transaction costs.

The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption into cash of NPA Class A Common Stock:

•        Assuming No Redemptions:    This presentation assumes that none of NPA’s stockholders exercise Redemption Rights with respect to their NPA Common Stock.

•        Assuming Maximum Redemptions:    This presentation assumes that stockholders holding 16.6 million of NPA Class A Common Stock exercise their Redemption Rights and that such shares are redeemed for their pro rata share of the funds in the trust account for an aggregate redemption payment of approximately $167.4 million, approximately $10.10 per share, based on $232.2 million in the Trust Account and 23.0 million shares of NPA Class A Common Stock outstanding as of December 31, 2020. This scenario assumes that there is cash available of $250.0 million, net of transaction costs, after giving effect to the redemptions of NPA Class A Common Stock and the proceeds from the PIPE Investment. Furthermore, NPA will not redeem shares of NPA Class A Common Stock in an amount that would result in NPA’s failure to have net tangible assets equaling or exceeding $5,000,001.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF DECEMBER 31, 2020

(in thousands)