PREM14A

New Providence Acquisition Corp., a blank-check company, agreed on December 15, 2020 to merge with AST & Science LLC in a transaction that would create AST SpaceMobile, Inc., with the combined entity raising approximately $462 million in gross proceeds including a $230 million private investment commitment from institutional investors. Following the merger, existing AST shareholders would retain roughly 94% of voting power while current NPA stockholders would hold approximately 6%, with the company developing a satellite-based cellular broadband network designed to provide mobile connectivity to standard smartphones worldwide. The transaction required multiple stockholder approvals including authorization of new share classes with enhanced voting rights for certain founders, regulatory compliance with Nasdaq listing standards, and establishment of a tax receivable agreement under which SpaceMobile would pay 85% of future tax savings to existing shareholders.