M&A - AST SpaceMobile, Inc.

Form Type: 8-K

Filing Date: 2025-02-07

Corporate Action: Merger

Type: Update

Accession Number: 000149315225005306

Filing Summary: On February 5, 2025, AST SpaceMobile, Inc. filed an 8-K to report on the First Amendment to its Amended and Restated Stockholders’ Agreement with Rakuten Mobile USA Service Inc. (RMUSA). This follows the completion of a blocker merger on October 10, 2024, where Rakuten acquired the economic interests previously held by RMUSA, leading to RMUSA's corporate existence ceasing. The First Amendment states that Rakuten shall assume all of RMUSA's rights and obligations under the Stockholders’ Agreement and modifies the number of directors Rakuten can appoint from two to one. The overall size of the board is decreased from 13 to 12 directors to eliminate a vacant seat, which also aligns with previous disclosures related to the 'Sunset Date' and clarifies the process for director removal requiring stockholder votes. This update does not affect the current board's constituency.

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