CORRESP

New Providence Acquisition Corp. responded to SEC staff comments on its preliminary proxy statement for a planned business combination with AST SpaceMobile, addressing disclosures about the combined company's controlled ownership structure, the Up-C structure giving founder Avellan majority voting control, and complex Class B and Class C share mechanics. The company revised financial projections to include material assumptions and clarified that AST has generated no revenues to date and does not expect SpaceMobile Service revenues until 2023, while also explaining the service will work with standard mobile phones without requiring device manufacturer agreements. Additionally, the company amended the AST operating agreement to establish an independent Redemption Election Committee to control how noncontrolling interests are settled, thereby classifying them as permanent rather than temporary equity.