DEF 14A: AST SpaceMobile Sets Date for 2024 Annual Stockholders Meeting, Outlines Key Proposals
Summary
- AST SpaceMobile will hold its 2024 Annual Meeting of Stockholders virtually on September 10, 2024.
- Stockholders of record as of July 15, 2024, are eligible to vote.
- The meeting will address the election of 10 director nominees, ratification of KPMG LLP as the independent auditor for fiscal year 2024, and approval of the AST SpaceMobile, Inc. 2024 Incentive Award Plan.
- The board recommends voting 'FOR' all director nominees, the ratification of KPMG, and the approval of the incentive award plan.
- The company is soliciting proxies from stockholders for use at the Annual Meeting.
- Proxy materials are available online and were mailed to stockholders around July 30, 2024.
- The company has adopted a Code of Business Conduct and Ethics that applies to all directors, executive officers, and employees.
- The board consists of 13 directors, with three director seats currently vacant.
- Abel Avellan currently holds the dual position of Chairman and Chief Executive Officer.
- The company qualifies as a controlled company under Nasdaq rules due to Mr. Avellan's voting power.
- The company has a policy prohibiting directors and officers from hedging the company's securities.
- The 2024 Incentive Award Plan requests approval for an additional 2,000,000 shares of Class A Common Stock for issuance of awards.
- The 2024 Incentive Award Plan may increase the number of shares available for issuance by up to 2,000,000 shares annually beginning on January 1, 2025.
- The company's executive compensation program is designed to attract, motivate, and retain high-quality leadership.
- The company maintains a 401(k) retirement savings plan for its United States based employees.
- The company has agreements in place with Vodafone, American Tower, and Rakuten for commercial partnerships and network capabilities.
- KPMG LLP served as the independent registered public accounting firm for the company beginning July 2021.
- The company's Audit Committee has reviewed and discussed the audited consolidated financial statements with management and KPMG LLP.
- The company is committed to ensuring that stockholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting.
Sentiment
Score: 7
Explanation: The document is primarily informational and procedural, outlining routine corporate governance matters. The tone is professional and forward-looking, with a focus on incentivizing employees and engaging with stockholders. The mention of commercial agreements with major players is a positive sign for the company's future prospects.
Positives
- The company is actively engaging with stockholders through the annual meeting process.
- The company is seeking to incentivize employees through the proposed 2024 Incentive Award Plan.
- The company has established commercial agreements with key industry players like Vodafone, American Tower, and Rakuten.
- The company has a Code of Ethics in place for directors, officers, and employees.
- The company has an Audit Committee responsible for overseeing the independent registered public accounting firm.
Negatives
- The company qualifies as a controlled company, which may reduce some corporate governance protections for Class A Common Stock holders.
- Three director seats on the board are currently vacant.
- The company incurred a $10.0 million expense related to not meeting key performance indicators (KPIs) in the Rakuten Agreement by the deadline.
Risks
- The company's reliance on key commercial agreements with Vodafone, American Tower, and Rakuten could be impacted if these agreements are not fully realized or are terminated.
- The company's ability to attract, retain, and motivate highly qualified officers, non-employee directors, key employees, consultants, and advisors is critical to its success.
- The company's qualification as a controlled company may reduce some corporate governance protections for Class A Common Stock holders.
- The company's policy prohibiting directors and officers from hedging the company's securities may weaken the alignment of the interests of our directors and officers from those of our stockholders.
Future Outlook
The company anticipates using the SpaceMobile Service in a commercial partnership with Vodafone.
Management Comments
- Abel Avellan, Chairman and Chief Executive Officer, expressed appreciation for stockholders' continued support.
- The Board believes that the Plan is a key part of the Company's compensation philosophy and programs.
- The Board and the Compensation Committee believe that the interests of the Company and its stockholders will be advanced if we can continue to offer our officers, non-employee directors, key employees, consultants and advisors the opportunity to acquire or increase a direct proprietary interest in the operations and future success of the Company.
Industry Context
The document highlights AST SpaceMobile's partnerships with major telecommunications players like Vodafone, American Tower, and Rakuten, indicating a collaborative approach to expanding its space-based cellular broadband network.
Comparison to Industry Standards
- The document does not provide enough information to make a detailed comparison to industry standards.
- However, the company's partnerships with Vodafone, American Tower, and Rakuten suggest a strategy similar to other telecommunications companies that collaborate to expand their network coverage and capabilities.
- The company's executive compensation program is designed to attract, motivate, and retain high-quality leadership, which is a common practice in the industry.
- The company's policy prohibiting directors and officers from hedging the company's securities is a common practice in the industry to align the interests of management with those of shareholders.
Stakeholder Impact
- Shareholders are asked to vote on key proposals that will shape the company's governance and compensation structure.
- Employees may be impacted by the proposed 2024 Incentive Award Plan.
- Customers may benefit from the company's commercial agreements with Vodafone, American Tower, and Rakuten, which aim to expand network coverage and capabilities.
Next Steps
- Stockholders should review the proxy materials and vote on the proposals.
- The company will hold the Annual Meeting on September 10, 2024.
- The company will implement the approved proposals, including the election of directors and the incentive award plan.
Related Party Transactions
- Mr. Avellan, Chief Executive Officer of the Company, and his permitted transferees hold all of the Class C Common Stock, which prior to the Sunset Date described in the Stockholders Agreement, will entitle such holders to cast the lesser of 10 votes per share and the Class C Share Voting Amount.
- We and Vodafone have agreed to enter into one or more definitive agreements for a commercial partnership that is anticipated to use the SpaceMobile Service (the Vodafone Commercial Agreements).
- We and American Tower have entered into a side letter agreement that was subsequently amended and restated on December 15, 2020 to reflect the transactions and agreements contemplated by the Equity Purchase Agreement between us and New Providence Acquisition Corp. (the Amended and Restated Letter Agreement).
- On February 4, 2020, we entered into a commercial agreement with Rakuten for the development of exclusive network capabilities in Japan compatible with the mobile network of Rakuten and its affiliates, which agreement was amended and restated as of December 15, 2020 (the Rakuten Agreement).
- On March 4, 2024, we and Invesat LLC (Invesat), which is part of the Cisneros Group of Companies, of which Ms. Adriana Cisneros, a member of our Board, is the Chief Executive Officer, completed a series of transactions (including a Blocker Merger Transaction as defined in the Fifth Amended and Restated Limited Liability Company Operating Agreement of AST & Science, LLC, the Transactions) resulting in the acquisition by Antares of 10,445,200 shares of our Class A Common Stock.
Key Dates
- December 15, 2020: Date of Equity Purchase Agreement among AST & Science LLC, New Providence Acquisition Corp., New Providence Management LLC, the AST Existing Equityholder Representative and the AST Existing Equityholders.
- April 1, 2021: The 2020 Plan was approved by our stockholders.
- August 17, 2023: The 2023 Annual Meeting of Stockholders was held.
- March 4, 2024: Date of transactions with Invesat LLC resulting in the acquisition by Antares of 10,445,200 shares of our Class A Common Stock.
- June 5, 2024: Date of amended and restated stockholders agreement (Stockholders Agreement) between the company and the AST Equityholders.
- June 19, 2024: Mr. Wallace retired from his position as Chief Financial Officer of the Company.
- June 22, 2024: Date of the Convertible Note, dated as of June 22, 2024, by and between the Company and AT&T (the AT&T Note).
- June 30, 2024: Date used for share ownership calculations.
- July 15, 2024: Record date for the Annual Meeting.
- July 29, 2024: The Plan was adopted by the Board of Directors.
- July 30, 2024: Date proxy materials are expected to be mailed to stockholders.
- September 9, 2024: Deadline for voting via internet or telephone.
- September 10, 2024: Date of the 2024 Annual Meeting of Stockholders.
- April 1, 2025: Deadline for submitting stockholder proposals for 2025 Annual Meeting (Rule 14a-8).
- May 13, 2025: Earliest date for submitting director nominees and other business proposals for 2025 Annual Meeting.
- June 12, 2025: Latest date for submitting director nominees and other business proposals for 2025 Annual Meeting.
- September 10, 2025: Webcast replay of the Annual Meeting will be available until the sooner of September 10, 2025 or the date of the next annual meeting of stockholders to be held in 2025.
Keywords
Filings with Classifications
8-K Filing
- AST SpaceMobile has entered into an Equity Distribution Agreement to sell up to $500 million of its Class A common stock.
- The shares will be sold through an at-the-market offering program.
- The company intends to use the proceeds for general corporate purposes.
Quarterly Report
- The company issued $460.0 million aggregate principal amount of convertible senior notes due 2032.
- The company entered into an Equity Distribution Agreement to sell shares of Class A Common Stock having an aggregate sale price of up to $400.0 million through an at the market offering program.
- The company plans to raise additional capital through the issuance of equity, equity-linked or debt securities (secured or unsecured), secured or unsecured loans or other debt facilities, and credit from government or financial institutions or commercial partners.
Quarterly Report
- The net loss attributable to common stockholders increased significantly compared to the same period last year.
- Engineering services costs, general and administrative costs, and research and development costs all increased compared to the same period last year.
Quarterly Report
- The company is ahead of schedule with satellite manufacturing and launch plans.
- The company has secured contracts with the U.S. Space Development Agency and the Defense Innovation Unit.
- The company has secured initial clearances for quasi-governmental funding with EXIM and IFC for over $500.0 million in potential new non-dilutive capital.
Annual Report
- The company reported a net loss of $300.1 million, significantly worse than the previous year.
Annual Report
- The company intends to seek to raise additional capital to fund the design, assembly and launch of its constellation and operation of the commercial services through the issuance of equity, equity-linked or debt securities (secured or unsecured), secured or unsecured loans or other debt facilities, and credit from government or financial institutions or commercial partners, including through its existing 2024 ATM Equity Program.
Annual Report
- The timing of shipment of the first Block 2 BB satellite is contingent on a number of factors including satisfactory and timely completion of the assembly and testing of the Block 2 BB satellite, regulatory approvals for the launch, readiness of the launch vehicle, logistics and other factors, many of which are beyond our control.
Beneficial Ownership Disclosure
- The document details a Convertible Security Investment Agreement dated January 16, 2024, where AT&T Investments purchased a subordinated convertible note from AST SpaceMobile, Inc. for a principal amount of $35.0 million. This note served as a capital raise for AST SpaceMobile.
Debt Offering Announcement
- AST SpaceMobile completed a private offering of $460 million aggregate principal amount of 4.25% Convertible Senior Notes due 2032.
- The offering included the exercise in full of the initial purchasers option to purchase up to an additional $60 million principal amount of the Notes.
Ownership Disclosure Amendment
- The document indicates a dilution of ownership for existing shareholders due to the conversion of convertible notes, which is generally viewed negatively by the market.
Current Report
- AST SpaceMobile is proposing a private offering of $400.0 million aggregate principal amount of convertible senior notes due 2032.
- The company also intends to grant the initial purchasers of the notes in the offering an option to purchase up to an additional $60.0 million aggregate principal amount of notes.
- The company currently has approximately $66.0 million of availability remaining under its equity distribution agreement dated September 5, 2024 entered into with the agents named therein (the 2024 ATM equity program).
- The Company may seek to enter into a new equity ATM program in the future.
Strategic Collaboration Announcement
- AST SpaceMobile has secured a $550 million institutional financing commitment in the form of a non-recourse senior-secured delayed-draw term loan facility.
- The facility will be used to support payment obligations related to the AST Transaction.
Strategic Agreement Announcement
- AST SpaceMobile has received a $550 million institutional financing commitment to finance a planned wholly owned special-purpose vehicle (SPV).
- This financing is in the form of a non-recourse senior-secured delayed-draw term loan facility.
Quarterly Report
- The company established a new equity distribution agreement on September 5, 2024, allowing for the sale of up to $400 million of Class A common stock.
- The company plans to raise additional capital through the issuance of equity, equity-linked or debt securities, secured or unsecured loans or other debt facilities, and credit from government or financial institutions or commercial partners.
Quarterly Report
- The company's net loss attributable to common stockholders was significantly higher than the same period last year.
- The company incurred a substantial loss from the remeasurement of warrant liabilities.
Quarterly Report
- The company received $153.3 million in net proceeds from the redemption of publicly traded warrants.
- They are prioritizing raising strategic capital through non-dilutive approaches, including commercial prepayments and commitments from MNO partners.
- They have filed a formal application with the Export-Import Bank of the United States (EXIM) for debt financing.
Equity Offering Announcement
- AST SpaceMobile has entered into an Equity Distribution Agreement to sell up to $400 million of its Class A common stock through an at-the-market offering program.
- The company will sell shares through various sales agents over a period of up to three years.
- The offering is intended to provide the company with additional capital for general corporate purposes.
Business Update
- The exact timing of the orbital launch is subject to change based on various factors, including launch readiness and weather conditions.
Quarterly Report
- The company estimates needing to raise approximately $275.0 million to $325.0 million to fund operating expenses and capital expenditures necessary to design, assemble and launch 20 Block 2 BB satellites and operate a constellation of 25 BB satellites.
- The company plans to raise additional capital through the issuance of equity, equity-linked or debt securities (secured or unsecured), secured or unsecured loans or other debt facilities, and credit from government or financial institutions or commercial partners.
Quarterly Report
- The company's net loss of $72.6 million for the three months ended June 30, 2024, and $92.3 million for the six months ended June 30, 2024, is significantly higher than the previous year, indicating worse than expected financial performance.
- The company's loss on remeasurement of warrant liabilities of $66.1 million for the three months ended June 30, 2024, and $47.9 million for the six months ended June 30, 2024, is a significant negative impact on the company's financial results.
Quarterly Report
- Verizon has made a $100 million strategic investment, including $65 million in commercial prepayments and $35 million in convertible notes.
- The company has additional liquidity of $51.5 million available to draw under the Senior Secured Credit Facility, subject to certain conditions and approvals.
Definitive Proxy Statement
- The document mentions raising over $600.0 million of capital in the form of equity, convertible notes, and non-dilutive prepayments.
- Vodafone agreed to purchase our subordinated convertible notes for an aggregate principal amount of $25.0 million.
Capital Raise Announcement
- The company issued a $35 million subordinated convertible note to Verizon Ventures.
- This is part of a larger $100 million investment and prepayment commitment from Verizon.
Quarterly Report
- The company's net loss increased compared to the same period last year, indicating that the company is not yet on a path to profitability.
Quarterly Report
- The company raised $110 million through convertible notes and $107.7 million from a common stock offering.
- The company estimates it will need to raise approximately $350.0 million to $400.0 million to fund operating expenses and capital expenditures necessary to design, assemble and launch 20 Block 2 BB satellites and operate a constellation of 25 BB satellites.
- The company plans to raise additional capital through the issuance of equity, equity-linked or debt securities, secured or unsecured loans or other debt facilities, and credit from government or financial institutions or commercial partners, including through its existing ATM Equity Program.
Annual Results and Business Update
- The company is progressing non-dilutive quasi-governmental funding sources, with non-binding letters of interest from three institutions.
- AST SpaceMobile has additional liquidity of $51.5 million in gross proceeds available to draw under the Senior Secured Credit Facility, subject to certain conditions and approvals.
Annual Results and Business Update
- The company reported a net loss of $87.561 million for the year ended December 31, 2023, which is worse than the $31.640 million loss in 2022.
- Total operating expenses increased significantly from $152.9 million in 2022 to $222.4 million in 2023.
Annual Results and Business Update
- Production of five 700 sq. ft. Block 1 BlueBird satellites was impacted by two suppliers, leading to delays in integration and testing.
Annual Results
- The completion of five Block 1 BB satellites has been delayed as compared to the target completion timeline due to a delay in the commencement of integration and testing of five Block 1 BB satellites.
- The failure by suppliers of two key subsystems to meet their contractual delivery timelines contributed to this delay.
Annual Results
- The company reported a net loss attributable to common stockholders of $87.6 million for the year ended December 31, 2023, which is worse than the $31.6 million loss reported for the year ended December 31, 2022.
- The company has not generated any revenues from its SpaceMobile Service to date.
Annual Results
- The company anticipates needing to raise an additional $350 million to $400 million to fund operations and capital expenditures for 20 Block 2 BB satellites and operate a constellation of 25 BB satellites.
- The company plans to raise additional capital through the issuance of equity, equity-linked or debt securities, secured loan facilities, or through obtaining credit from government or financial institutions or commercial partners, including through our existing Equity Line of Credit and the ATM Equity Program.
Current Report
- The company closed an offering of 32,258,064 shares of Class A common stock.
- The underwriters exercised an option to purchase an additional 4,838,709 shares.
- The total net proceeds from the additional share offering were $14.1 million before expenses.
Capital Raise Announcement
- The company closed a share offering of 32,258,064 shares, raising $94 million before expenses.
- Underwriters have a 30-day option to purchase an additional 4,838,709 shares, potentially raising another $14.1 million before expenses.
Strategic Investment and Capital Raise Announcement
- The company's cash and cash equivalents decreased significantly from $239.3 million in 2022 to approximately $88.1 million in 2023.
- Total operating expenses increased from $152.9 million in 2022 to between $216.8 million and $222.5 million in 2023.
- The launch of the first five commercial BlueBird satellites has been delayed from the first quarter to the second quarter of 2024.
Strategic Investment and Capital Raise Announcement
- The dedicated orbital launch for five Block 1 BB satellites, initially scheduled for late in the first quarter of 2024, is now expected to occur in the second quarter of 2024.
Strategic Investment and Capital Raise Announcement
- The company plans to raise up to $306.5 million in gross proceeds through a combination of strategic investments, a credit facility draw, and a stock offering.
- The company is launching a registered offering of $100 million in Class A common stock.
- The company plans to seek a waiver to draw up to an additional $51.5 million under its senior-secured credit facility.
Disclaimer: This summary was generated by artificial intelligence and its accuracy is not guaranteed. The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.