CORRESP

New Providence Acquisition Corp. submitted revisions to the operating agreement and stockholders agreement for its merger with AST SpaceMobile in response to SEC staff comments, clarifying that cash redemption provisions are funded by specific offerings with net proceeds capped at redemption amounts, that any unfunded redemptions must settle in equity, and establishing that board nominees and the Redemption Election Committee approval process have enhanced governance requirements. The amendments address SEC concerns about cash limitation mechanics, redemption settlement procedures, and committee oversight in the SPAC merger structure.