PRER14A

New Providence Acquisition Corp. agreed to merge with AST & Science LLC in a deal that will create AST SpaceMobile, a satellite company providing cellular broadband to standard smartphones, with the combined entity raising approximately $462 million in gross proceeds including a $230 million PIPE investment. Following the transaction, existing AST equityholders will control roughly 94% of voting power while current NPA stockholders will hold approximately 6%, with AST founder Abel Avellan maintaining approximately 88% voting control through supervoting Class C shares and board chairmanship rights. The transaction is conditioned on stockholder approval and includes various governance agreements, a tax receivable arrangement where SpaceMobile pays 85% of tax savings to prior owners, and a public listing on Nasdaq under ticker "ASTS."