UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

____________________________________

SCHEDULE 14A

____________________________________

Information Required in Proxy Statement
Schedule 14A Information

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant

 

S

Filed by a Party other than the Registrant

 

£

Check the appropriate box:

S

 

Preliminary Proxy Statement

£

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

£

 

Definitive Proxy Statement

£

 

Definitive Additional Materials

£

 

Soliciting Material Pursuant to §240.14a-12

New Providence Acquisition Corp.

(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

£

 

No fee required.

S

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

   

(1)

 

Title of each class of securities to which transaction applies:

       

N/A

   

(2)

 

Aggregate number of securities to which transaction applies:

       

N/A

   

(3)

 

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

       

N/A

   

(4)

 

Proposed maximum aggregate value of transaction:

       

 

   

(5)

 

Total fee paid:

       

 

£

 

Fee paid previously with preliminary materials.

£

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

   

(1)

 

Amount Previously Paid:

       

 

   

(2)

 

Form, Schedule or Registration Statement No.:

       

 

   

(3)

 

Filing Party:

       

 

   

(4)

 

Date Filed:

       

 

  

 

Table of Contents

PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION DATED JANUARY     , 2021

NEW PROVIDENCE ACQUISITION CORP.
10900 Research Blvd, Ste 160C PMB 1081
Austin, Texas 78759

PROXY STATEMENT FOR THE SPECIAL MEETING
OF STOCKHOLDERS OF
NEW PROVIDENCE ACQUISITION CORP.

To the Stockholders of New Providence Acquisition Corp.:

You are cordially invited to attend the Special Meeting of the stockholders of New Providence Acquisition Corp. (“New Providence,” “NPA,” “we,” “our,” or “us”), which will be held via live webcast at          a.m., New York time, on             , 2021 (the “Special Meeting”). NPA is a blank check company formed as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses or entities, which we refer to as a “target business.”

On December 15, 2020, NPA entered into an equity purchase agreement (the “Equity Purchase Agreement”) with AST & Science LLC, a Delaware limited liability company (“AST”), the existing equityholders of AST (the “Existing Equityholders”), New Providence Acquisition Management LLC, a Delaware limited liability company (“Sponsor”) and Abel Avellan (“Avellan” or “Existing Equityholder Representative”) in his capacity as Existing Equityholder Representative. The transactions contemplated by the Equity Purchase Agreement are referred to herein as the “Business Combination.”

Following the closing of the Business Combination (the “Closing”), we will be organized as an umbrella partnership-C corporation (“Up-C”) structure, in which substantially all of the operating assets of AST’s business will be held by AST, and NPA’s only assets will be its equity interests in AST. NPA will be renamed AST SpaceMobile, Inc. (“SpaceMobile”) at Closing. After the Closing, assuming no NPA stockholders elect to have their stock redeemed and a PIPE Investment of $230 million (as discussed below), current NPA stockholders are expected to own approximately 16% of the equity interests in SpaceMobile and, together with the PIPE Investors, approximately 29% of SpaceMobile. The date upon which the Closing occurs is referred to herein as the “Closing Date.”

At the Closing, we will (i) amend and restate our Existing Certificate of Incorporation (the “A&R Certificate of Incorporation”) to, among other things, (a) change the name of NPA to AST SpaceMobile, Inc., (b) convert all then-outstanding shares of class B common stock, par value $0.0001 per share, of NPA, (“NPA Class B Common Stock”) held by Sponsor (the “Sponsor Stock”), excluding any Forfeited Sponsor Stock (discussed below) into shares of class A common stock, par value $0.0001 per share, of SpaceMobile (“Class A Common Stock”) and (c) authorize the issuance of class B common stock, par value $0.0001 per share, of SpaceMobile (“Class B Common Stock”) and class C common stock, par value $0.0001 per share, of SpaceMobile (“Class C Common Stock”) and (ii) replace the Amended and Restated By-Laws of NPA (the “Existing Bylaws”), by adopting the Bylaws of AST SpaceMobile, Inc. (the “SpaceMobile Bylaws”), a copy of which are attached to the accompanying proxy statement as Annex E.

Each share of Class A Common Stock and each share of Class B Common Stock will entitle the holder thereof to one vote on all matters on which stockholders are generally entitled to vote. Holders of Class A Common Stock and Class B Common Stock will not be entitled to vote on any amendment to the A&R Certificate of Incorporation that relates solely to the terms of any outstanding preferred stock of SpaceMobile if the holders of such preferred stock are entitled to vote as a separate class thereon. Each share of Class C Common Stock will, (i) prior to the Sunset Date (as defined below), entitle the holder thereof to cast a number of votes on all matters on which stockholders generally are entitled to vote equal to the lesser of (x) 10 votes and (y) the Class C Share Voting Amount (as defined below) and (ii) from and after the Sunset Date, entitle the holder thereof to cast one vote. The practical effect of the formula used to calculate the Class C Share Voting Amount is that it will cap the aggregate voting power of the Class C Common Stock so that, in most scenarios, the voting power of the Class C Common Stock will not increase, or will increase more slowly than it would otherwise in the event the Class C holders acquire additional voting stock in SpaceMobile. As a result, we anticipate the initial holders of the Class C Common Stock following the Closing will control approximately 88% of the combined voting power of the Common Stock, and may control a majority of the voting power of SpaceMobile so long as the Class C Common Stock represents at least 9.1% of SpaceMobile’s total Common Stock.

 

Table of Contents

Also at the Closing, the Existing Equityholders, SpaceMobile and AST will enter into a Fifth Amended and Restated Limited Liability Company Operating Agreement of AST, a copy of which is attached to the accompanying proxy statement as Annex C (the “A&R Operating Agreement”) which, among other things, will (i) restructure the capitalization of AST to (a) authorize the issuance of units of ownership interest in AST which entitle the holder thereof to the distributions, allocations, and other rights under the A&R Operating Agreement (the “AST Common Units”) to SpaceMobile, (b) reclassify the existing AST Common Units (the “Existing AST Common Units”) (other than any AST Common Units (1) reserved for issuance under the AST 2019 Equity Incentive Plan (the “AST Incentive Plan”) or (2) subject to options to purchase AST Common Units granted pursuant to the AST Incentive Plan (the “AST Options” and each such AST Common Unit that is authorized under the AST Incentive Plan and/or subject to an AST Option, an “Existing AST Prior Incentive Equity Unit”)), existing AST series A preferred units (the “AST Series A Preferred Units”), the existing AST series B preferred units (the “AST Series B Preferred Units”) and the existing AST incentive units (the “Existing AST Incentive Units,” and collectively with the Existing AST Common Units, AST Series A Preferred Units and the AST Series B Preferred Units, the “Existing AST Units”) held by the Existing Equityholders into AST Common Units and (c) reclassify all of the Existing AST Prior Incentive Equity Units into AST Incentive Equity Units, concurrently with and subject to adjustments to the AST Options affecting the number of units and exercise price (as applicable) thereof, and (ii) appoint SpaceMobile as the managing member of AST. As consideration for issuing AST Common Units to SpaceMobile, SpaceMobile will contribute up to $462 million in gross proceeds to AST, assuming no NPA stockholders exercise Redemption Rights (as defined below), and will become the managing member of AST.

Pursuant to the Equity Purchase Agreement, at Closing, each Existing AST Unit held by each Existing Equityholder will automatically be reclassified into the number of AST Common Units set forth in Schedule I of the Equity Purchase Agreement. Following this reclassification, any certificates outstanding evidencing ownership of Existing AST Units will be of no further force or effect.

As consideration for the transactions set forth in the Equity Purchase Agreement, we will contribute to AST the amount held in the trust fund established for the benefit of our stockholders (the “Trust Fund”) in a Trust Account (the “Trust Account”), less the amount of cash required to fund the redemption of NPA Common Stock held by eligible stockholders who elect to have their shares redeemed in connection with the closing of the Business Combination (the “NPA Stock Redemption”), plus the aggregate proceeds from the PIPE Investment (defined below) and any Additional PIPE Investment (defined below), less the deferred underwriting commission payable to BTIG, LLC (the “Contribution Amount”). Immediately after the contribution of the Contribution Amount, AST will pay the amount of unpaid fees, commissions, costs or expenses that have been incurred by AST or NPA in connection with the Business Combination (the “Transaction Expenses”) by wire transfer of immediately available funds on behalf of AST and NPA to those persons to whom such amounts are owed. For further discussion of the consideration exchanged in the Business Combination, please see the section entitled “Proposal No. 1 — The Business Combination Proposal — General; Structure of the Business Combination; Consideration.

In addition, at the Closing of the Business Combination, SpaceMobile, AST, the Existing Equityholders and Thomas Severson (in the capacity of “TRA Holder Representative”) will enter into the Tax Receivable Agreement, a form of which is attached to the accompanying proxy statement as Annex G (the “Tax Receivable Agreement”). Please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Tax Receivable Agreement,” for a discussion of the Tax Receivable Agreement and the section entitled “Risk Factors — Risks Relating to Tax” for certain specified risks related to the Tax Receivable Agreement.

Concurrently with the Equity Purchase Agreement, we entered into various subscription agreements (the “Subscription Agreements”) with certain third-party investors (the “PIPE Investors”) pursuant to which the PIPE Investors have committed to make private investments in public equity in the form of Class A Common Stock in an aggregate amount of $230 million (the “PIPE Investment”). In exchange for the PIPE Investment, the PIPE Investors will receive an aggregate of 23 million shares of Class A Common Stock. We may, prior to the Closing, enter into additional subscription agreements for the sale of Class A Common Stock (the “Additional PIPE Investment”) on terms substantially identical to the Subscription Agreements and subject to a cap of $400 million minus the amount of our immediately available cash prior to the Closing held in the Trust Account following the completion of the NPA Stock Redemption (the “PIPE Investment Cap”). The obligations of the parties to consummate the PIPE Investment are conditioned upon, among other things, customary closing conditions and the consummation of the transactions contemplated by the Equity Purchase Agreement.

 

Table of Contents

If, at the Closing, the amount in our Trust Account, and the amount raised in private transactions, including the PIPE Investment or any Additional PIPE Investment, prior to the payment of any Transaction Expenses (the “Actual Cash Amount”) is less than $400,000,000, Sponsor and NPA will irrevocably terminate, forfeit and cancel, for no consideration and without further right, obligation or liability, a number of shares of Sponsor Stock (such terminated, forfeited and cancelled shares, the “Forfeited Sponsor Stock”) such that the total number of issued and outstanding Sponsor Stock immediately prior to the Closing equals 20% of the total number of shares of issued and outstanding NPA Class A Common Stock and shares of NPA Class B Common Stock (collectively, the “NPA Common Stock”) as of immediately prior to the filing of the A&R Certificate of Incorporation.

Immediately after the Delaware Secretary of State accepts the A&R Certificate of Incorporation, and without any action on the part of any holder of a warrant to purchase one whole share of class A common stock, par value $0.0001 per share, of NPA, prior to the effectiveness of the A&R Certificate of Incorporation (“NPA Class A Common Stock”) at a price of $11.50 per share (each a “NPA Warrant”), each NPA Warrant that is issued and outstanding immediately prior to the Closing will become a warrant to purchase Class A Common Stock (which will be in the identical form of the NPA Warrant, but in the name of SpaceMobile) exercisable for Class A Common Stock in accordance with its terms (each a “SpaceMobile Warrant”).

At Closing, SpaceMobile, Avellan, Invesat LLC, a Delaware limited liability company (“Invesat”), Vodafone Ventures Limited, a private limited company incorporated under the Laws of England and Wales (“Vodafone”), Rakuten Mobile Singapore PTE. LTD, a Singapore private limited company (“Rakuten”), ATC TRS II LLC, a Delaware limited liability company (“American Tower” and, together with Vodafone, Invesat, Rakuten and Avellan, the “AST Equityholders”) and Sponsor (Sponsor and the AST Equityholders are referred to collectively herein as “Stockholder Parties”) will enter into that certain Stockholders’ Agreement (the “Stockholders’ Agreement”), a form of which is attached to the accompanying proxy statement as Annex I. In addition, our Sponsor will enter into a voting agreement with SpaceMobile (the “Sponsor Voting Agreement”). Pursuant to the Stockholders’ Agreement and the Sponsor Voting Agreement, among other things, the AST Equityholders and our Sponsor will respectively agree to vote each of their respective securities of SpaceMobile that may be voted in the election of SpaceMobile’s directors in accordance with the provisions of the Stockholders’ Agreement. At Closing, the SpaceMobile Board of Directors (the “SpaceMobile Board”) will initially consist of 13 directors, with two director seats being vacant. The equityholders of SpaceMobile will have the right to nominate directors as follows: (a) the Key Holders may nominate seven members of the SpaceMobile Board, which amount includes the two initial vacancies for which Avellan will have the right, pursuant to the Stockholders’ Agreement, to designate directors for appointment to such vacancies at any time, (b) Invesat, Vodafone, Sponsor and American Tower each may nominate one member of the SpaceMobile Board, and (c) Rakuten may nominate two members of the SpaceMobile Board. The AST Equityholders and our Sponsor will respectively agree to vote for each of the foregoing nominees. Also pursuant to the Stockholders’ Agreement, the Stockholder Parties will agree to take all necessary action to cause Avellan to be the chairperson of the SpaceMobile Board.

Assuming that (i) none of our current stockholders exercise their right to redeem their NPA Class A Common Stock, (ii) the aggregate proceeds received by NPA in connection with the PIPE Investment is $230,000,000, and (iii) there is no Additional PIPE Investment, as of Closing, the Existing Equityholders (including the Key Holders) will hold shares of Common Stock representing 94% of the total voting power of SpaceMobile, the current holders of NPA Class A Common Stock will hold shares of Common Stock representing 6% of the total voting power of SpaceMobile, and the Key Holders will hold shares of Common Stock representing 88% of the total voting power of SpaceMobile.

The Equity Purchase Agreement provides that the obligation of the parties thereto to consummate the Business Combination is conditioned on, among other things (i) the approval of the Proposals (as set forth below), excluding the Adjournment Proposal (as defined below), by the NPA stockholders in accordance with NPA’s organizational documents (the “Required NPA Stockholder Approval”), (ii) that NPA has at least $5,000,001 in tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934 (the “Exchange Act”)) immediately prior to closing, (iii) that NPA has no less than $250,000,000 in immediately available cash, after deducting all Transaction Expenses, and (iv) that NPA will remain listed on The Nasdaq Capital Market LLC (“Nasdaq”) and has not received any written notice from Nasdaq that it has failed or would reasonably be expected to fail to meet Nasdaq listing requirements as of the Closing Date.

 

Table of Contents

At the Special Meeting, you will be asked to consider and vote on the following proposals (the “Proposals”):

1.      Proposal No. 1:    A proposal (the “Business Combination Proposal”) to approve and adopt the Equity Purchase Agreement, a copy of which is attached to the accompanying proxy statement as Annex A, and approve the other transactions contemplated by the Equity Purchase Agreement.

2.      Proposal No. 2:    A proposal (the “Nasdaq Proposal”) to approve, assuming the Business Combination Proposal is approved and adopted, for purposes of complying with applicable Nasdaq listing rules, the issuance by SpaceMobile, as successor to NPA, of Class A Common Stock, Class B Common Stock and Class C Common Stock in the Business Combination in an amount equal to 20% or more of the amount of NPA’s issued and outstanding common stock immediately prior to the issuance.

3.      Proposal No. 3:    A proposal (the “Charter and Governance Proposals”) to approve and adopt, assuming the Business Combination Proposal and the Nasdaq Proposal are approved and adopted, the A&R Certificate of Incorporation, which, if approved, would take effect upon Closing, a copy of which is attached to the accompanying proxy statement as Annex B (the “Charter Proposal”). In addition to the approval of the A&R Certificate of Incorporation, the stockholders are also separately being presented the following Governance Proposals, on a non-binding advisory basis, in accordance with the Securities and Exchange Commission (the “SEC”) guidance to give stockholders the opportunity to present their separate view on important corporate governance provisions (the “Governance Proposals”):

•        Proposal No. 3(a):    A proposal to increase the total number of authorized shares and classes of stock to 1,225,000,000 shares consisting of (i) 100,000,000 shares of preferred stock, par value $0.0001 per share, (ii) 800,000,000 shares of Class A Common Stock, par value $0.0001 per share, (iii) 200,000,000 shares of Class B Common Stock, par value $0.0001 per share, and (iv) 125,000,000 shares of Class C Common Stock, par value $0.0001 per share.

•        Proposal No. 3(b):    A proposal to provide for certain additional changes, including, among other things, (i) changing the post-Business Combination corporate name from “New Providence Acquisition Corp.” to “AST SpaceMobile, Inc.,” (ii) making SpaceMobile’s corporate existence perpetual, (iii) removing certain provisions related to our status as a blank check company that will no longer apply upon the consummation of the Business Combination, and (iv) removing the provision requiring the Delaware Court of Chancery to serve as the exclusive forum for stockholders to bring certain lawsuits from the A&R Certificate of Incorporation (although a similar provision will be included in the SpaceMobile Bylaws).

•        Proposal No. 3(c):    A proposal to provide that the number of authorized shares of any class or classes of stock may be increased or decreased by the affirmative vote of the holders of a majority of the total voting power of the outstanding shares of capital stock entitled to vote thereon, voting together as a single class.

•        Proposal No. 3(d):    A proposal to provide that the number of directors of SpaceMobile will be not less than five and not more than 19, with the then-authorized number of directors being fixed from time to time by the SpaceMobile Board within such range, which number shall initially be 13.

•        Proposal No. 3(e):    A proposal to provide that the stockholders of SpaceMobile will not be allowed to effect any action by written consent.

•        Proposal No. 3(f):    A proposal to provide that the SpaceMobile Bylaws may only be amended by the affirmative vote of the holders of at least 75% of the voting power of all the then-outstanding shares of voting stock of SpaceMobile with the power to vote generally in an election of Directors, voting together as a single class.

•        Proposal No. 3(g):    A proposal that each share of Class A Common Stock and each share of Class B Common Stock will entitle the holder thereof to one vote on all matters on which stockholders are generally entitled to vote, and each share of Class C Common Stock will, (i) prior to the Sunset Date, entitle the holder thereof to cast a number of votes on all matters on which stockholders generally are entitled to vote equal to the lesser of (x) 10 votes and (y) the Class C Share Voting Amount and (ii) from and after the Sunset Date, entitle the holder thereof to cast one vote.

 

Table of Contents

4.      Proposal No. 4:    A proposal (the “Director Election Proposal”) for holders of NPA Class B Common Stock to elect, assuming the Business Combination Proposal, the Nasdaq Proposal, and the Charter Proposal are approved and adopted, 11 Directors of the SpaceMobile Board until the 2021 annual meeting of stockholders or until such directors’ successors have been duly elected and qualified, or until such directors’ earlier death, resignation, retirement or removal.

5.      Proposal No. 5:    A proposal (the “Incentive Plan Proposal”) to approve and adopt, assuming the Business Combination Proposal, the Nasdaq Proposal, and the Charter Proposal are approved and adopted, the SpaceMobile 2020 Incentive Award Plan (the “2020 Plan”), a copy of which is attached to this proxy statement as Annex D.

6.      Proposal No. 6:    A proposal (the “ESPP Proposal”) to approve and adopt, assuming the Business Combination Proposal, the Nasdaq Proposal, and the Charter Proposal are approved and adopted, the SpaceMobile 2020 Employee Stock Purchase Plan (the “ESPP”), a copy of which is attached to this proxy statement as Annex F.

7.      Proposal No. 7:    A proposal (the “Adjournment Proposal”) to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the condition precedent proposals.

Each of these proposals is more fully described in the accompanying proxy statement, which you are encouraged to read carefully.

NPA Class A Common Stock and NPA Warrants held by public (the “NPA Public Warrants”) are currently listed on Nasdaq under the symbols “NPA” and “NPAWW,” respectively. Certain shares of NPA Class A Common Stock and NPA Public Warrants currently trade as units consisting of one share of NPA Class A Common Stock and one-half of one redeemable warrant, and are listed on Nasdaq under the symbol “NPAUU” (“NPA Units”). The NPA Units will automatically separate into their component securities upon consummation of the Business Combination and, as a result, will no longer trade as an independent security. Upon consummation of the transactions contemplated by the Equity Purchase Agreement, we will change our name to “AST SpaceMobile, Inc.” We intend to apply to continue the listing of NPA Class A Common Stock as Class A Common Stock and NPA Public Warrants as SpaceMobile Public Warrants on Nasdaq under the symbols “ASTS” and “ASTSW,” respectively, upon the Closing.

Only holders of record of shares of NPA Common Stock at the close of business on           , 2021 (the “Record Date”) are entitled to notice of and to vote and have their votes counted at the Special Meeting and any adjournments or postponements of the Special Meeting. A complete list of our stockholders of record entitled to vote at the Special Meeting will be available for 10 days before the Special Meeting at our principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the Special Meeting and electronically during the Special Meeting at           .

We are providing the accompanying proxy statement and proxy card to our stockholders in connection with the solicitation of proxies to be voted at the Special Meeting and at any adjournments or postponements of the Special Meeting. Whether or not you plan to attend the Special Meeting, we urge you to read the accompanying proxy statement carefully and submit your proxy to vote on the Business Combination. Please pay particular attention to the section entitled “Risk Factors” beginning on page 51 of the accompanying proxy statement.

After careful consideration, our board of directors (the “Board”) has unanimously approved the Equity Purchase Agreement and the Business Combination contemplated thereby and determined that each of the Business Combination Proposal, the Nasdaq Proposal, the Charter and Governance Proposals, the Director Election Proposal, the Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal is in the best interests of NPA and its stockholders, and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of our directors and officers may result in conflicts of interest, including a conflict between what may be in the best interests of NPA and its stockholders and what may be best for a director’s personal interests when determining to recommend that stockholders vote for

 

Table of Contents

the proposals. See the sections entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination,” “Risk Factors” and “Beneficial Ownership of Securities in the accompanying proxy statement for a further discussion.

Our Sponsor and other officers and directors entered into a letter agreement (the “Letter Agreement”) at the time of NPA’s initial public offering (the “IPO”), pursuant to which they agreed to vote any shares of capital stock of NPA owned by them in favor of the Business Combination Proposal and to waive their right to have their stock redeemed by NPA. As of the date hereof, such stockholders own 20% of our total outstanding shares of NPA Common Stock.

Pursuant to our Amended and Restated Certificate of Incorporation, dated as of September 12, 2019 (the “Existing Certificate of Incorporation”), if a stockholder vote is required for the Business Combination to be consummated, NPA must offer to redeem for cash (the “Redemption Rights”) all or a portion of the shares of NPA Class A Common Stock held by a holder of NPA Class A Common Stock (a “Public Stockholder”). You will be entitled to receive cash for any shares of NPA Class A Common Stock to be redeemed only if you:

(i)     (a) hold shares of NPA Class A Common Stock, or (b) hold NPA Units and you elect to separate your NPA Units into the underlying shares of NPA Class A Common Stock and NPA Public Warrants prior to exercising your Redemption Rights with respect to the shares of NPA Class A Common Stock; and

(ii)    prior to          , New York time, on           , 2021 (two business days prior to the vote at the Special Meeting), (a) submit a written request to Continental Stock Transfer & Trust Company, our transfer agent (the “Transfer Agent”), that we redeem your shares of NPA Class A Common Stock for cash, and (b) deliver your shares of NPA Class A Common Stock to the Transfer Agent, physically or electronically through the Depository Trust Company.

Holders of NPA Units must elect to separate the underlying shares of NPA Class A Common Stock and NPA Public Warrants prior to exercising Redemption Rights with respect to the shares of NPA Class A Common Stock. If holders hold their NPA Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the NPA Units into the underlying shares of NPA Class A Common Stock and NPA Public Warrants, or if a holder holds NPA Units registered in its own name, the holder must contact the Transfer Agent directly and instruct it to do so. Public Stockholders may elect to redeem all or a portion of their shares of NPA Class A Common Stock even if they vote for the Business Combination Proposal. If the Business Combination is not consummated, the NPA Class A Common Stock will not be redeemed for cash. If the Business Combination is consummated and a Public Stockholder properly exercises its right to redeem its shares of NPA Class A Common Stock and timely delivers its shares to the Transfer Agent, we will redeem each share of NPA Class A Common Stock for a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account (net of taxes payable), divided by the number of then-outstanding shares of NPA Class A Common Stock. For illustrative purposes, as of September 30, 2020, this would have amounted to approximately $10.09 per public share. If a Public Stockholder exercises its Redemption Rights, then it will be exchanging its redeemed shares of NPA Class A Common Stock for cash and will no longer own such shares. Any request to redeem shares of NPA Class A Common Stock, once made, may be withdrawn at any time until the deadline for requesting to exercise Redemption Rights and thereafter, with our consent, until the Closing. Furthermore, if a holder of shares of NPA Class A Common Stock delivers its certificate in connection with an election of its redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that NPA instruct our Transfer Agent to return the certificate (physically or electronically). The holder can make such request by contacting the Transfer Agent, at the address or email address listed in the accompanying proxy statement. We will be required to honor such request only if made prior to the deadline for requesting to exercise Redemption Rights. See the section entitled “Special Meeting of the NPA Stockholders — Redemption Rights” in the accompanying proxy statement for a detailed description of the procedures to be followed if you wish to redeem your shares of NPA Class A Common Stock for cash.

Notwithstanding the foregoing, a Public Stockholder, together with any affiliate of such Public Stockholder or any other person with whom such Public Stockholder is acting in concert or as a “group” (as defined in Section 13 of the Exchange Act), will be restricted from redeeming its shares of NPA Class A Common Stock with respect to more than an aggregate of 15% of the shares of NPA Class A Common Stock, without our prior consent. Accordingly, if a Public Stockholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the shares of NPA Class A Common Stock, then any such shares in excess of that 15% limit would not be redeemed for cash, without our prior consent.

 

Table of Contents

Each redemption of shares of NPA Class A Common Stock by Public Stockholders will decrease the amount in the Trust Account, which held total assets of approximately $232.1 million as of September 30, 2020, which NPA intends to use for the purposes of consummating the Business Combination within the time period described in this proxy statement and to pay deferred underwriting commissions to the underwriters of the IPO. NPA will not consummate the Business Combination if the redemption of public shares would result in NPA’s failure to have net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act (or any successor rule)) of less than $5,000,001.

Under the Equity Purchase Agreement, the approval of each of the condition precedent proposals (i.e., the Business Combination Proposal, the Nasdaq Proposal, the Charter Proposal, the Director Election Proposal, the Incentive Plan Proposal and the ESPP Proposal) is a condition to the consummation of the Business Combination. The adoption of each condition precedent proposal is conditioned on the approval of all of the condition precedent proposals. The Adjournment Proposal is not conditioned on the approval of any other proposal. If our stockholders do not approve each of the condition precedent proposals, the Business Combination may not be consummated.

Approval of the Business Combination Proposal, the Nasdaq Proposal, the Governance Proposals, the Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal each require the affirmative vote of a majority of the votes cast by holders of shares of NPA Common Stock present in person (which would include presence at the virtual Special Meeting) or by proxy at the Special Meeting and entitled to vote thereon, voting as a single class. Approval of the Charter Proposal requires the affirmative vote of holders of a majority of the outstanding shares of NPA Class A Common Stock, voting separately as a single class, and the affirmative vote of the holders of a majority of the outstanding shares of NPA Class B Common Stock, voting separately as a single class, entitled to vote thereon at the Special Meeting. The election of the director nominees pursuant to the Director Election Proposal requires the affirmative vote of a plurality of the outstanding shares of NPA Class B Common Stock cast by NPA’s stockholders present in person or by proxy at the virtual Special Meeting and entitled to vote thereon. Holders of shares of NPA Class A Common Stock have no right to vote on the election, removal or replacement of any director.

All our stockholders are cordially invited to attend the Special Meeting virtually. To ensure your representation at the Special Meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible.

If you are a stockholder of record holding shares of NPA Common Stock, you may also cast your vote in person (which would include voting at the virtual Special Meeting). If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the Special Meeting and vote in person (which would include voting at the virtual Special Meeting), obtain a proxy from your broker or bank.

If you fail to return a proxy card or fail to instruct a broker or other nominee how to vote, and do not attend the Special Meeting in person, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting. If a valid quorum is established, any such failure to vote or to provide voting instructions will have the same effect as a vote “AGAINST” the Charter Proposal, but will have no effect on the outcome of any other proposal in this proxy statement.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the Special Meeting virtually or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided.

If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that your shares are represented and voted at the Special Meeting.

On behalf of our board of directors, I would like to thank you for your support of New Providence Acquisition Corp. and look forward to a successful completion of the Business Combination.

 

By Order of the Board of Directors,

   

Alexander Coleman

                 , 2021

 

Chairman

 

Table of Contents

If you return your proxy card signed and without an indication of how you wish to vote, your shares will be voted in favor of each of the proposals.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (i) IF YOU HOLD SHARES OF NPA CLASS A COMMON STOCK THROUGH NPA UNITS, ELECT TO SEPARATE YOUR NPA UNITS INTO THE UNDERLYING PUBLIC SHARES AND PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (ii) SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE SPECIAL MEETING, THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH, AND (iii) DELIVER YOUR SHARES OF NPA CLASS A COMMON STOCK TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE THE SECTION ENTITLED “SPECIAL MEETING OF THE NPA STOCKHOLDERS — REDEMPTION RIGHTS” IN THE ACCOMPANYING PROXY STATEMENT FOR MORE SPECIFIC INSTRUCTIONS.

Neither the SEC nor any state securities commission has approved or disapproved of the transactions described in the accompanying proxy statement, passed upon the merits or fairness of the Equity Purchase Agreement or the transactions contemplated thereby, or passed upon the adequacy or accuracy of the accompanying proxy statement. Any representation to the contrary is a criminal offense.

This proxy statement is dated          , 2021 and is first being mailed to our stockholders on or about          , 2021.

 

Table of Contents

NEW PROVIDENCE ACQUISITION CORP.
10900 Research Blvd, Ste 160C PMB 1081
Austin, Texas 78759

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OF
NEW PROVIDENCE ACQUISITION CORP.

To Be Held on           , 2021

To the Stockholders of New Providence Acquisition Corp.:

NOTICE IS HEREBY GIVEN that a special meeting (the “Special Meeting”) of stockholders of New Providence Acquisition Corp., a Delaware corporation (“NPA,” the “Company,” “we,” “us,” or “our”), will be held at                   a.m., New York time, on                   , 2021, at http://          /. In light of ongoing developments related to the novel coronavirus, after careful consideration, we have determined that the Special Meeting will be a virtual meeting conducted exclusively via live webcast in order to facilitate stockholder attendance while safeguarding the health and safety of our stockholders, directors and management team. You are cordially invited to attend the Special Meeting online by visiting https://          / and           . To register and receive access to the virtual Special Meeting, registered stockholders and beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in this proxy statement.

At the Special Meeting, you will be asked to consider and vote on proposals to:

1.      Proposal No. 1 — The Business Combination Proposal — to approve and adopt the Equity Purchase Agreement, dated as of December 15, 2020, by and among NPA, AST & Science LLC, a Delaware limited liability company (“AST”), the existing equityholders of AST (the “Existing Equityholders”), New Providence Acquisition Management LLC, a Delaware limited liability company (“Sponsor”) and Abel Avellan (“Avellan” or “Existing Equityholder Representative”) in his capacity as Existing Equityholder Representative. The transactions contemplated by the Equity Purchase Agreement are referred to herein as the “Business Combination.” At the closing of the Business Combination (the “Closing”), we will (i) amend and restate our Existing Certificate of Incorporation (the “A&R Certificate of Incorporation”) to, among other things, (a) change the name of NPA to AST SpaceMobile, Inc. (“SpaceMobile”), (b) convert all then-outstanding shares of class B common stock, par value $0.0001 per share, of NPA, (“NPA Class B Common Stock”) held by Sponsor (the “Sponsor Stock”), excluding any Forfeited Sponsor Stock (discussed below) into shares of class A common stock, par value $0.0001 per share, of SpaceMobile (“Class A Common Stock”) and (c) authorize the issuance of class B common stock, par value $0.0001 per share, of SpaceMobile (“Class B Common Stock”) and class C common stock, par value $0.0001 per share, of SpaceMobile (“Class C Common Stock”) and (ii) replace the Amended and Restated By-laws of NPA (the “Existing Bylaws”), by adopting the Bylaws of AST SpaceMobile, Inc. (the “SpaceMobile Bylaws”) attached to the accompanying proxy statement as Annex E.

The Equity Purchase Agreement also states that at the Closing, the Existing Equityholders, SpaceMobile and AST will enter into a Fifth Amended and Restated Limited Liability Company Operating Agreement of AST, a copy of which is attached to the accompanying proxy statement as Annex C (the “A&R Operating Agreement”) which, among other things, will (i) restructure the capitalization of AST to (a) authorize the issuance of units of ownership interest in AST which entitle the holder thereof to the distributions, allocations, and other rights under the A&R Operating Agreement (the “AST Common Units”) to SpaceMobile, (b) reclassify the existing AST Common Units (the “Existing AST Common Units”) (other than any AST Common Units (I) reserved for issuance under the AST 2019 Equity Incentive Plan (the “AST Incentive Plan”) or (II) subject to options to purchase AST Common Units granted pursuant to the AST Incentive Plan (the “AST Options” and each such AST Common Unit that is authorized under the AST Incentive Plan and/or subject to an AST Option, an “Existing AST Prior Incentive Equity Unit”)), existing AST series A preferred units (the “AST Series A Preferred Units”), the existing AST series B preferred units (the “AST Series B Preferred Units”) and the existing AST incentive units (the “Existing AST Incentive Units,” and collectively with the Existing AST Common Units, AST Series A Preferred Units and the AST Series B Preferred Units, the “Existing AST Units”) held by the Existing Equityholders into AST Common Units and (c) reclassify all of the Existing AST Prior Incentive Equity Units into AST Incentive Equity Units, concurrently with and subject to adjustments to the AST Options affecting the

 

Table of Contents

number of units and exercise price (as applicable) thereof, and (ii) appoint SpaceMobile as the managing member of AST. Pursuant to the Equity Purchase Agreement, at Closing, each Existing AST Unit held by each Existing Equityholder will automatically be reclassified into the number of AST Common Units set forth in Schedule I of the Equity Purchase Agreement. Following this reclassification, any certificates outstanding evidencing ownership of Existing AST Units will be of no further force or effect.

Each share of Class A Common Stock and each share of Class B Common Stock will entitle the holder thereof to one vote on all matters on which stockholders are generally entitled to vote. Holders of Class A Common Stock and Class B Common Stock will not be entitled to vote on any amendment to the A&R Certificate of Incorporation that relates solely to the terms of any outstanding preferred stock of SpaceMobile if the holders of such preferred stock are entitled to vote as a separate class thereon. Each share of Class C Common Stock will, (i) prior to the Sunset Date, (as defined below) entitle the holder thereof to cast a number of votes on all matters on which stockholders generally are entitled to vote equal to the lesser of (x) 10 votes and (y) the Class C Share Voting Amount (as defined below) and (ii) from and after the Sunset Date, entitle the holder thereof to cast one vote. The practical effect of the formula used to calculate the Class C Share Voting Amount is that it will cap the aggregate voting power of the Class C Common Stock so that, in most scenarios, the voting power of the Class C Common Stock will not increase, or will increase more slowly than it would otherwise in the event the Class C holders acquire additional voting stock in SpaceMobile. As a result, we anticipate the initial holders of the Class C Common Stock following the Closing will control approximately 88% of the combined voting power of the Common Stock, and may control a majority of the voting power of SpaceMobile so long as the Class C Common Stock represents at least 9.1% of SpaceMobile’s total Common Stock.

Concurrently with the Equity Purchase Agreement, we entered into various subscription agreements (the “Subscription Agreements”) with certain third-party investors (the “PIPE Investors”) pursuant to which the PIPE Investors have committed to make private investments in public equity in the form of Class A Common Stock in an aggregate amount of $230 million (the “PIPE Investment”). In exchange for the PIPE Investment, the PIPE Investors will receive an aggregate of 23 million shares of Class A Common Stock. The obligations of the parties to consummate the PIPE Investment are conditioned upon, among other things, customary closing conditions and the consummation of the transactions contemplated by the Equity Purchase Agreement.

Pursuant to the Equity Purchase Agreement, and without any action on the part of any holder of a warrant to purchase one whole share of class A common stock, par value $0.0001 per share, of NPA, prior to the effectiveness of the A&R Certificate of Incorporation (“NPA Class A Common Stock”) at a price of $11.50 per share (each a “NPA Warrant”), each NPA Warrant that is issued and outstanding immediately prior to the Closing will become a warrant to purchase Class A Common Stock (which will be in the identical form of the NPA Warrant, but in the name of SpaceMobile) exercisable for Class A Common Stock in accordance with its terms (each a “SpaceMobile Warrant”).

The Equity Purchase Agreement provides that the obligation of the parties thereto to consummate the Business Combination is conditioned on, among other things (i) the approval of the Proposals, excluding the Adjournment Proposal, by the NPA stockholders in accordance with NPA’s organizational documents (the “Required NPA Stockholder Approval”), (ii) that NPA has at least $5,000,001 in tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934 (the “Exchange Act”)) immediately prior to closing, (iii) that NPA has no less than $250,000,000 in immediately available cash, after deducting all Transaction Expenses, and (iv) that NPA will remain listed on The Nasdaq Capital Market LLC (“Nasdaq”) and has not received any written notice from Nasdaq that it has failed or would reasonably be expected to fail to meet Nasdaq listing requirements as of the Closing Date.

At the Closing of the Business Combination SpaceMobile, AST, the Existing Equityholders and the TRA Holder Representative will enter into the Tax Receivable Agreement a form of which is attached hereto as Annex G. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Tax Receivable Agreement,” for a discussion of the Tax Receivable Agreement and the section entitled “Risk Factors — Risks Relating to Tax” for certain specified risks related to the Tax Receivable Agreement.

 

Table of Contents

Assuming that (i) none of our current stockholders exercise their right to redeem their NPA Class A Common Stock, (ii) the aggregate proceeds received by NPA in connection with the PIPE Investment is $230,000,000, and (iii) there is no Additional PIPE Investment, as of Closing, the Existing Equityholders (including the Key Holders) will hold shares of Common Stock representing 94% of the total voting power of SpaceMobile, the current holders of NPA Class A Common Stock will hold shares of Common Stock representing 6% of the total voting power of SpaceMobile, and the Key Holders will hold shares of Common Stock representing 88% of the total voting power of SpaceMobile.

2.      Proposal No. 2 — The Nasdaq Proposal — to approve, assuming the Business Combination Proposal is approved and adopted, for purposes of complying with applicable Nasdaq listing rules, the issuance by SpaceMobile, as successor to NPA, of Class A Common Stock, Class B Common Stock and Class C Common Stock in the Business Combination in an amount equal to 20% or more of the amount of NPA’s issued and outstanding common stock immediately prior to the issuance.

3.      Proposal No. 3 — The Charter and Governance Proposals — to approve and adopt, assuming the Business Combination Proposal and the Nasdaq Proposal are approved and adopted, the A&R Certificate of Incorporation, which, if approved would take effect upon Closing, a copy of which is attached to the accompanying proxy statement as Annex B. In addition to the approval of the A&R Certificate of Incorporation, the stockholders are also separately being presented the following Governance Proposals, on a non-binding advisory basis, in accordance with the SEC guidance to give stockholders the opportunity to present their separate view on important corporate governance provisions:

•        Proposal No. 3(a):    A proposal to increase the total number of authorized shares and classes of stock to 1,225,000,000 shares consisting of (i) 100,000,000 shares of preferred stock, par value $0.0001 per share, (ii) 800,000,000 shares of Class A Common Stock, par value $0.0001 per share, (iii) 200,000,000 shares of Class B Common Stock, par value $0.0001 per share, and (iv) 125,000,000 shares of Class C Common Stock, par value $0.0001 per share.

•        Proposal No. 3(b):    A proposal to provide for certain additional changes, including among other things, (i) changing the post-Business Combination corporate name from “New Providence Acquisition Corp.” to “AST SpaceMobile, Inc.,” (ii) making SpaceMobile’s corporate existence perpetual, (iii) removing certain provisions related to our status as a blank check company that will no longer apply upon the consummation of the Business Combination, and (iv) removing the provision requiring the Delaware Court of Chancery to serve as the exclusive forum for stockholders to bring certain lawsuits from the A&R Certificate of Incorporation (although a similar provision will be included in the SpaceMobile Bylaws).

•        Proposal No. 3(c):    A proposal to provide that the number of authorized shares of any class or classes of stock may be increased or decreased by the affirmative vote of the holders of a majority of the total voting power of the outstanding shares of capital stock entitled to vote thereon, voting together as a single class.

•        Proposal No. 3(d):    A proposal to provide that the number of directors of SpaceMobile will be not less than five and not more than 19, with the then-authorized number of directors being fixed from time to time by the SpaceMobile Board within such range, which number shall initially be 13.

•        Proposal No. 3(e):    A proposal to provide that the stockholders of SpaceMobile will not be allowed to effect any action by written consent.

•        Proposal No. 3(f):    A proposal to provide that the SpaceMobile Bylaws may only be amended by the affirmative vote of the holders of at least 75% of the voting power of all the then-outstanding shares of voting stock of SpaceMobile with the power to vote generally in an election of Directors, voting together as a single class.

•        Proposal No. 3(g):    A proposal that each share of Class A Common Stock and each share of Class B Common Stock will entitle the holder thereof to one vote on all matters on which stockholders are generally entitled to vote, and each share of Class C Common Stock will, (i) prior to the Sunset Date, entitle the holder thereof to cast a number of votes on all matters on which stockholders generally are entitled to vote equal to the lesser of (x) 10 votes and (y) the Class C Share Voting Amount and (ii) from and after the Sunset Date, entitle the holder thereof to cast one vote.

 

Table of Contents

4.      Proposal No. 4 — The Director Election Proposal — for holders of NPA Class B Common Stock to elect, assuming the Business Combination Proposal, the Nasdaq Proposal and the Charter Proposal are approved and adopted, 11 directors of the SpaceMobile Board to serve until the 2021 annual meeting of stockholders, respectively, or until such directors’ successors have been duly elected and qualified, or until such directors’ earlier death, resignation, retirement or removal.

5.      Proposal No. 5 — The Incentive Plan Proposal — to approve and adopt, assuming the Business Combination Proposal, the Nasdaq Proposal, and the Charter Proposal are approved and adopted, the SpaceMobile 2020 Incentive Award Plan (the “2020 Plan”), a copy of which is attached to this proxy statement as Annex D.

6.      Proposal No. 6: — The ESPP Proposal — to approve and adopt, assuming the Business Combination Proposal, the Nasdaq Proposal, and the Charter Proposal are approved and adopted, the SpaceMobile 2020 Employee Stock Purchase Plan (the “ESPP”), a copy of which is attached to this proxy statement as Annex F.

7.      Proposal No. 7 — The Adjournment Proposal — to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the condition precedent proposals.

The above matters are more fully described in the accompanying proxy statement, which also includes, as Annex A, a copy of the Equity Purchase Agreement and the exhibits attached thereto. We urge you to read carefully the accompanying proxy statement in its entirety, including the Annexes and accompanying financial statements.

NPA Class A Common Stock and NPA Public Warrants are currently listed on Nasdaq under the symbols “NPA” and “NPAWW,” respectively. Certain shares of NPA Class A Common Stock and NPA Public Warrants currently trade as units consisting of one share of NPA Class A Common Stock and one-half of one redeemable warrant, and are listed on Nasdaq under the symbol “NPAUU” (“NPA Units”). The NPA Units will automatically separate into their component securities upon consummation of the Business Combination and, as a result, will no longer trade as an independent security. Upon consummation of the transactions contemplated by the Equity Purchase Agreement, we will change our name to “AST SpaceMobile, Inc.” We intend to apply to continue the listing of NPA Class A Common Stock as Class A Common Stock and NPA Public Warrants as SpaceMobile Public Warrants on Nasdaq under the symbols “ASTS” and “ASTSW,” respectively, upon the Closing.

Only holders of record of shares of NPA Class A Common Stock and shares of NPA Class B Common Stock (collectively, the “NPA Common Stock”) at the close of business on           , 2021 (the “Record Date”) are entitled to notice of and to vote and have their votes counted at the Special Meeting and any adjournments or postponements of the Special Meeting. A complete list of our stockholders of record entitled to vote at the Special Meeting will be available for 10 days before the Special Meeting at our principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the Special Meeting and electronically during the Special Meeting at            .

Pursuant to our Amended and Restated Certificate of Incorporation, dated as of September 12, 2019 (the “Existing Certificate of Incorporation”), if a stockholder vote is required for the Business Combination to be consummated, NPA must offer to redeem for cash (the “Redemption Rights”) all or a portion of the shares of NPA Class A Common Stock held by a holder of NPA Class A Common Stock (a “Public Stockholder”). You will be entitled to receive cash for any shares of NPA Class A Common Stock to be redeemed only if you:

(i)     (a) hold shares of NPA Class A Common Stock, or (b) hold NPA Units and you elect to separate your NPA Units into the underlying shares of NPA Class A Common Stock and NPA Public Warrants prior to exercising your Redemption Rights with respect to the shares of NPA Class A Common Stock; and

(ii)    prior to            , New York time, on            , 2021 (two business days prior to the vote at the Special Meeting), (a) submit a written request to Continental Stock Transfer & Trust Company, our transfer agent (the “Transfer Agent”), that we redeem your shares of NPA Class A Common Stock for cash, and (b) deliver your shares of NPA Class A Common Stock to the Transfer Agent, physically or electronically through the Depository Trust Company.

 

Table of Contents

Holders of NPA Units must elect to separate the underlying shares of NPA Class A Common Stock and NPA Public Warrants prior to exercising Redemption Rights with respect to the shares of NPA Class A Common Stock. If holders hold their NPA Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the NPA Units into the underlying shares of NPA Class A Common Stock and NPA Public Warrants, or if a holder holds NPA Units registered in its own name, the holder must contact the Transfer Agent directly and instruct it to do so. Public Stockholders may elect to redeem all or a portion of their shares of NPA Class A Common Stock even if they vote for the Business Combination Proposal. If the Business Combination is not consummated, the NPA Class A Common Stock will not be redeemed for cash. If the Business Combination is consummated and a Public Stockholder properly exercises its right to redeem its shares of NPA Class A Common Stock and timely delivers its shares to the Transfer Agent, we will redeem each share of NPA Class A Common Stock for a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account (net of taxes payable), divided by the number of then-outstanding shares of NPA Class A Common Stock. For illustrative purposes, as of September 30, 2020, this would have amounted to approximately $10.09 per public share. If a Public Stockholder exercises its Redemption Rights, then it will be exchanging its redeemed shares of NPA Class A Common Stock for cash and will no longer own such shares. Any request to redeem shares of NPA Class A Common Stock, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the Closing. Furthermore, if a holder of shares of NPA Class A Common Stock delivers its certificate in connection with an election of its redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that NPA instruct our Transfer Agent to return the certificate (physically or electronically). The holder can make such request by contacting the Transfer Agent, at the address or email address listed in the accompanying proxy statement. We will be required to honor such request only if made prior to the deadline for exercising redemption requests. See the section entitled “Special Meeting of the NPA Stockholders — Redemption Rights” in the accompanying proxy statement for a detailed description of the procedures to be followed if you wish to redeem your shares of NPA Class A Common Stock for cash.

Notwithstanding the foregoing, a Public Stockholder, together with any affiliate of such Public Stockholder or any other person with whom such Public Stockholder is acting in concert or as a “group” (as defined in Section 13 of the Exchange Act), will be restricted from redeeming its shares of NPA Class A Common Stock with respect to more than an aggregate of 15% of the shares of NPA Class A Common Stock, without our prior consent. Accordingly, if a Public Stockholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the shares of NPA Class A Common Stock, then any such shares in excess of that 15% limit would not be redeemed for cash, without our prior consent.

Each redemption of shares of NPA Class A Common Stock by Public Stockholders will decrease the amount in the Trust Account, which held total assets of approximately $232.1 million as of September 30, 2020, which NPA intends to use for the purposes of consummating the Business Combination within the time period described in this proxy statement and to pay deferred underwriting commissions to the underwriters of the IPO. NPA will not consummate the Business Combination if the redemption of public shares would result in NPA’s failure to have net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act (or any successor rule)) of less than $5,000,001.

Under the Equity Purchase Agreement, the approval of each of the condition precedent proposals (i.e., the Business Combination Proposal, the Nasdaq Proposal, the Charter Proposal, the Director Election Proposal, the Incentive Plan Proposal, and the ESPP Proposal) is a condition to the consummation of the Business Combination. The adoption of each condition precedent proposal is conditioned on the approval of all of the condition precedent proposals. The Adjournment Proposal is not conditioned on the approval of any other proposal. If our stockholders do not approve each of the condition precedent proposals, the Business Combination may not be consummated.

Approval of the Business Combination Proposal, the Nasdaq Proposal, the Governance Proposals, the Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal each require the affirmative vote of a majority of the votes cast by holders of shares of NPA Class A Common Stock and NPA Class B Common Stock present in person (which would include presence at the virtual Special Meeting) or by proxy at the Special Meeting and entitled to vote thereon, voting as a single class. Approval of the Charter Proposal requires the affirmative vote of holders of a majority of the outstanding shares of NPA Class A Common Stock, voting separately as a single class, and the affirmative vote of the holders of a majority of the outstanding shares of NPA Class B Common Stock, voting

 

Table of Contents

separately as a single class, entitled to vote thereon at the Special Meeting The election of the director nominees pursuant to the Director Election Proposal requires the affirmative vote of a plurality of the outstanding shares of NPA Class B Common Stock cast by NPA’s stockholders present in person or by proxy at the virtual Special Meeting and entitled to vote thereon. Holders of NPA Class A Common Stock have no right to vote on the election, removal or replacement of any director.

Your attention is directed to the proxy statement accompanying this notice (including the annexes thereto) for a more complete description of the proposed business combination and related transactions and each of the proposals. We urge you to read the accompanying proxy statement carefully. If you have any questions or need assistance voting your shares of NPA Common Stock, please contact            , our proxy solicitor, by calling            , or banks and brokers may call collect at            , or by emailing            . This notice of Special Meeting and the proxy statement are available at https://            .

 

By Order of the Board of Directors,

   

Alexander Coleman

              , 2021

 

Chairman

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be Held on                      , 2021. This notice of Special Meeting and the related proxy statement will be available at https://               .

 

Table of Contents

TABLE OF CONTENTS

 

Page

Cautionary Note Regarding Forward-Looking Statements

 

5

Summary Term Sheet

 

7

Questions and Answers About the Business Combination and the Special Meeting

 

13

Summary of the Proxy Statement

 

24

Selected Historical Consolidated Financial Information of NPA

 

45

Selected Historical Consolidated Financial Information of AST

 

46

Selected Unaudited Pro Forma Condensed Combined Financial Information

 

47

Comparative Share Information

 

49

Risk Factors

 

51

Unaudited Pro Forma Condensed Combined Financial Information

 

85

Notes To Unaudited Pro Forma Condensed Combined Financial Information

 

96

1. Basis of Presentation

 

96

2. Accounting Policies

 

97

3. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information

 

97

4. Earnings per Share

 

99

Special Meeting of the NPA Stockholders

 

101

Proposal No. 1 — The Business Combination Proposal

 

108

Proposal No. 2 — The Nasdaq Proposal

 

151

Proposal No. 3 — The Charter and Governance Proposals

 

152

Proposal No. 4 — The Director Election Proposal

 

154

Proposal No. 5 — The Incentive Plan Proposal

 

155

Proposal No. 6 — The ESPP Proposal

 

160

Proposal No. 7 — The Adjournment Proposal

 

163

Other Information About NPA

 

164

Management’s Discussion and Analysis of Financial Condition and Results of Operations of NPA

 

170

Other Information About AST

 

174

Management’s Discussion and Analysis of Financial Condition and Results of Operations of AST

 

186

NPA Current Management and Board of Directors

 

197

SpaceMobile Management After the Business Combination

 

206

Executive and Director Compensation of AST

 

213

Compensation of Executive Officers and Directors after the Business Combination

 

220

Beneficial Ownership of Securities

 

221

Certain Relationships and Related Party Transactions

 

225

Description of NPA Securities

 

231

Description of SpaceMobile Securities

 

244

Price Range of Securities and Dividends

 

252

Anticipated Accounting Treatment

 

253

Appraisal Rights

 

254

Householding Information

 

254

Transfer Agent and Registrar

 

254

Submission of Stockholder Proposals

 

254

Future Stockholder Proposals

 

254

Where You Can Find More Information

 

255

Index to Financial Statements

 

F-1

i

Table of Contents

ii

Table of Contents

Use of Certain Terms

Unless otherwise stated in this proxy statement:

•        “A&R Certificate of Incorporation” refers to that certain Second Amended and Restated Certificate of Incorporation of SpaceMobile, a copy of which is attached hereto as Annex B.

•        “A&R Operating Agreement” refers to that certain Fifth Amended and Restated Limited Liability Company Operating Agreement of AST, a copy of which is attached hereto as Annex C.

•        “Actual Cash Amount” refers to the amount in the Trust Account and the amount raised in private transactions, including the PIPE Investment or any Additional PIPE Investment, prior to the payment of any Transaction Expenses.

•        “Additional Agreements” means the A&R Operating Agreement, the Tax Receivable Agreement, the Stockholders’ Agreement, the Sponsor Voting Agreement, the Registration Rights Agreement and the Subscription Agreements.

•        “Additional PIPE Investment” refers to additional private investments in public equity by third parties pursuant to subscription agreements substantially identical to the Subscription Agreements, subject to the PIPE Investment Cap.

•        “American Tower” refers to ATC TRS II LLC, a Delaware limited liability company.

•        “AST” refers to AST & Science LLC, a Delaware limited liability corporation.

•        “AST Common Unit” means a unit of ownership interest in AST which entitles the holder thereof to the distributions, allocations, and other rights under the A&R Operating Agreement.

•        “AST Equityholders” refers to Avellan, Invesat, Vodafone, American Tower and Rakuten.

•        “AST Incentive Equity Unit” means a unit of ownership interest which entitles the holder thereof to the distributions, allocations, and other rights that are accorded holders of Incentive Equity Units under the A&R Operating Agreement.

•        “AST Incentive Plan” refers to the AST 2019 Equity Incentive Plan.

•        “AST Options” refers to each outstanding option to purchase Existing AST Common Units granted pursuant to the AST Incentive Plan.

•        “AST Series A Preferred Units” mean the existing series A preferred units of AST.

•        “AST Series B Preferred Units” mean the existing series B preferred units of AST.

•        “Avellan” refers to Abel Avellan.

•        “Blocker Corporation” refers to a Blocker Corporation as defined in the Tax Receivable Agreement.

•        “Board” refers to the board of directors of NPA.

•        “Business Combination” refers to the transactions contemplated by the Equity Purchase Agreement.

•        “Class A Common Stock” means the shares of class A common stock, par value $0.0001 per share of SpaceMobile.

•        “Class B Common Stock” means the shares of class B common stock, par value $0.0001 per share of SpaceMobile.

•        “Class C Common Stock” means the shares of class C common stock, par value $0.0001 per share of SpaceMobile.

•        “Class C Share Voting Amount” are to the “Class C Share Voting Amount,” as such term is defined in the A&R Certificate of Incorporation, which is a number of votes per share equal to (i) (x) the Closing Class C Percentage (which we anticipate will be approximately 88%) of the total voting

1

Table of Contents

power of the outstanding voting stock of SpaceMobile (including for this purpose any Includible Shares), minus (y) the total voting power of the outstanding stock of SpaceMobile (other than Class C Common Stock) owned or controlled by the Key Holders, divided by (ii) the number of shares of Class C Common Stock then outstanding.

•        “Closing” refer to the consummation of the Business Combination.

•        “Closing Class C Percentage” means a percentage equal to (i) the aggregate number of votes represented by the outstanding shares of Class C Common Stock immediately following the Closing, assuming 10 votes per share of Class C Common Stock, divided by (ii) the total number of votes of all of the outstanding voting stock of SpaceMobile immediately following Closing. Assuming that (i) none of our current stockholders exercise their right to redeem their NPA Class A Common Stock, (ii) the aggregate proceeds received by NPA in connection with the PIPE Investment is $230,000,000, and (iii) there is no Additional PIPE Investment, we anticipate the “Closing Class C Percentage” will be approximately 88%.

•        “Closing Date” refers to the date on which the closing of the Business Combination occurs.

•        “Common Stock” refers collectively to Class A Common Stock, Class B Common Stock and Class C Common Stock.

•        “Company Material Adverse Effect” refers to a Company Material Adverse Effect as defined in the Equity Purchase Agreement, which is attached hereto as Annex A.

•        “Contribution Amount” refers to the consideration NPA will contribute to AST for the transactions set forth in the Equity Purchase Agreement, which consists of the amount held in the Trust Fund in the Trust Fund, less the amount of cash required to fund the NPA Stock Redemption, plus the aggregate proceeds from the PIPE Investment and any Additional PIPE Investment, less the deferred underwriting commission payable to BTIG, LLC.

•        “Disclosure Schedules” refers to the disclosure schedules underlying the Equity Purchase Agreement, attached hereto as Annex A, that modify in important part the representations, warranties and covenants of the Equity Purchase Agreement.

•        “ESPP” refers to the SpaceMobile 2020 Employee Stock Purchase Plan.

•        “Exchange Act” refers to the Securities Exchange Act of 1934, as amended.

•        “Existing AST Common Units” refers to those AST Common Units existing before the issuance of the AST Common Units to NPA under the A&R Operating Agreement.

•        “Existing AST Incentive Units” mean the existing AST incentive units.

•        “Existing AST Units” means the Existing AST Incentive Units, the AST Common Units, the AST Series A Preferred Units and the AST Series B Preferred Units, collectively.

•        “Existing Bylaws” refers to the Amended and Restated By-laws of NPA.

•        “Existing Certificate of Incorporation” refers to NPA’s Amended and Restated Certificate of Incorporation, dated as of September 12, 2019.

•        “Existing Equityholders” refers to the existing equityholders of AST.

•        “Existing Equityholder Representative” refers to Avellan in his capacity as Existing Equityholder Representative pursuant to the Equity Purchase Agreement.

•        “Forfeited Sponsor Stock” refers to the shares of Sponsor Stock that Sponsor and NPA will irrevocably terminate, forfeit and cancel, for no consideration and without further right, obligation or liability in the event that the Actual Cash Amount is less than $400,000,000 such that the total number of issued and outstanding Sponsor Stock immediately prior to the Closing equals 20% of the total number of shares of issued and outstanding NPA Common Stock as of immediately prior to the filing of the A&R Certificate of Incorporation.

2

Table of Contents

•        “Founder Shares” refer to the shares of NPA Class B Common Stock initially purchased by our Sponsor in a private placement prior to the IPO, and the shares of NPA Class A Common Stock issued upon the conversion thereof.

•        “Includible Shares” are to any shares of the outstanding voting stock of SpaceMobile issuable in connection with the exercise (assuming, solely for this purpose, full exercise and not net exercise) of all outstanding options, warrants, exchange rights, conversion rights or similar rights to receive voting stock of SpaceMobile, in each case owned or controlled, directly or indirectly, by the Key Holders, but excluding the number of shares of Class A Common Stock issuable in connection with the exchange of AST Common Units, as a result of any redemption or direct exchange of AST Common Units effectuated pursuant the A&R Operating Agreement;

•        “Indebtedness” refers to Indebtedness as defined in the Equity Purchase Agreement, attached hereto as Annex A.

•        “Initial Stockholders” refers to NPA’s Sponsor and any other holders of Founder Shares prior to the IPO (or their permitted transferees).

•        “Invesat” refers to Invesat LLC, a Delaware limited liability company.

•        “IPO” refers to NPA’s initial public offering, which was consummated on September 13, 2019.

•         “Key Holders” refers to Avellan and his permitted transferees.

•        “Nasdaq” refers to The Nasdaq Capital Market LLC.

•        “NPA” refers to New Providence Acquisition Corp., a Delaware corporation.

•        “NPA Class A Common Stock” refers to the shares of class A common stock, par value $0.0001 per share, of NPA.

•        “NPA Class B Common Stock” refers to the shares of class B common stock, par value $0.0001 per share, of NPA.

•        “NPA Common Stock” refers collectively to NPA Class A Common Stock and NPA Class B Common Stock.

•        “NPA Public Warrant” means a warrant to purchase one whole share of NPA Class A Common Stock prior to the effectiveness of the A&R Certificate of Incorporation at a price of $11.50 per share that was issued in the IPO.

•        “NPA Stock Redemption” means the redemption of NPA Common Stock held by eligible stockholders who elect to have their shares redeemed in connection with the closing of the Business Combination.

•        “NPA Unit” means a unit consisting of one share of NPA Class A Common Stock and one-half of one redeemable warrant.

•        “NPA Warrant” means a warrant, including a Private Placement Warrant or an NPA Public Warrant, to purchase one whole share of NPA Class A Common Stock prior to the effectiveness of the A&R Certificate of Incorporation at a price of $11.50 per share.

•        “Outside Closing Date” refers to the date that is 90 days after the six-month anniversary of the effective date of the Equity Purchase Agreement.

•        “PIPE Investment” refers to the private investment in public equity by the PIPE Investors in the form of Class A Common Stock in an aggregate amount of $230 million.

•        “PIPE Investment Cap” means, with respect to the PIPE Investment and any Additional PIPE Investment, a cap of $400 million minus the amount of our immediate be available cash prior to the Closing held in the Trust Account following the completion of all NPA Stock Redemption.

3

Table of Contents

•        “PIPE Investors” refers to those certain third-party investors who have entered into Subscription Agreements with NPA pursuant to which the PIPE Investors have committed to make the PIPE Investment.

•        “Private Placement Warrant” means a warrant to purchase one whole share of NPA Class A Common Stock prior to the effectiveness of the A&R Certificate of Incorporation at a price of $11.50 per share that was issued to Sponsor in a private placement.

•        “Public Stockholder” refers to a holder of NPA Class A Common Stock.

•        “Rakuten” refers to Rakuten Mobile Singapore PTE. LTD, a Singapore private limited company.

•        “Redemption Rights” refers to the offer by NPA to redeem for cash all or a portion of the NPA Class A Common Stock held by a holder of NPA Class A Common Stock

•        “Required NPA Stockholder Approval” means the approval of the Proposals, excluding the Adjournment Proposal, by the NPA stockholders in accordance with NPA’s organizational documents.

•        “Samsung” refers to Samsung Next Fund LLC, a Delaware limited liability company.

•        “SpaceMobile” refers to AST SpaceMobile, Inc., as successor to NPA following the Closing of the Business Combination.

•        “SpaceMobile Bylaws” refers to the Bylaws of SpaceMobile attached hereto as Annex E.

•        “SpaceMobile Public Warrant” means a warrant to purchase one whole share of Class A Common Stock at a price of $11.50 per share, in identical form of the NPA Public Warrant, but in the name of SpaceMobile.

•        “SpaceMobile Warrant” means a warrant, including a SpaceMobile Public Warrant, to purchase one whole share of Class A Common Stock at a price of $11.50 per share, in identical form of the NPA Warrant, but in the name of SpaceMobile.

•        “Sponsor” refers to New Providence Acquisition Management LLC, a Delaware limited liability company “Sponsor Stock” refers to the NPA Class B Common Stock held by our Sponsor.

•        “Sponsor Stock” refers to the NPA Class B Common Stock held by Sponsor.

•        “Stockholder Parties” refers collectively to Sponsor and the ATS Equityholders.

•        “Subscription Agreements” refers to the various subscription agreements entered into with the PIPE Investors pursuant to which the PIPE Investors have committed to make the PIPE Investment.

•        “Subsidiaries” refers to Subsidiaries as defined in the Tax Receivable Agreement.

•        “Sunset Date” refers to the Sunset Date described in the Stockholders’ Agreement, which is the earliest to occur of (i) Avellan’s retirement or resignation from the SpaceMobile Board, (ii) the date on which the Key Holders beneficially own less than 20% of the Class A Common Stock that Avellan beneficially owns as of immediately after the Closing and (iii) Avellan’s death or permanent incapacitation.

•        “Tax Receivable Agreement” refers to that certain Tax Receivable Agreement to be entered into at the Closing of the Business Combination, a form of which is attached hereto as Annex G.

•        “TRA Holders” refers to a TRA Holders as defined in the Tax Receivable Agreement.

•        “Transaction Expenses” means the amount of unpaid fees, commissions, costs or expenses that have been incurred by AST or NPA in connection with the Business Combination.

•        “Trust Account” refers to the account in which the Trust Fund is held.

•        “Trust Fund” refers to the trust fund established for the benefit of NPA stockholders.

•        “Vodafone” refers to Vodafone Ventures Limited, a private limited company incorporated under the Laws of England and Wales.

4

Table of Contents

Cautionary Note Regarding Forward-Looking Statements

This proxy statement contains forward-looking statements. These forward-looking statements include statements about the parties’ ability to close the Business Combination, the anticipated benefits of the Business Combination, the financial conditions, results of operations, earnings outlook and prospects of NPA and AST and may include statements for the period following the consummation of the Business Combination. Forward-looking statements appear in a number of places in this proxy statement including, without limitation, in the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of NPA” and “Other Information About NPA.” In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements are based on the current expectations of the management of NPA and AST, and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in “Risk Factors,” those discussed and identified in public filings made with the SEC by NPA and the following:

•        expectations regarding AST’s strategies and future financial performance, including AST’s future business plans or objectives, expected functionality of the SpaceMobile Service, anticipated timing and level of deployment of satellites, anticipated demand and acceptance of mobile satellite services, prospective performance and commercial opportunities and competitors, the timing of obtaining regulatory approvals, ability to finance its research and development activities, commercial partnership acquisition and retention, products and services, pricing, marketing plans, operating expenses, market trends, revenues, liquidity, cash flows and uses of cash, capital expenditures, and AST’s ability to invest in growth initiatives;

•        the occurrence of any event, change or other circumstances that could give rise to the termination of the Equity Purchase Agreement;

•        the outcome of any legal proceedings that may be instituted against NPA, AST and others following announcement of the Equity Purchase Agreement and transactions contemplated therein;

•        the inability to complete the Business Combination due to the failure to obtain NPA stockholders’ approval;

•        the risk that the proposed Business Combination disrupts current plans and operations of AST as a result of the announcement and consummation of the Business Combination;

•        the ability to recognize the anticipated benefits of the Business Combination;

•        unexpected costs related to the proposed Business Combination;

•        the amount of any redemptions by Public Stockholders of NPA being greater than expected;

•        the management and board composition of SpaceMobile following the proposed Business Combination;

•        the ability to list SpaceMobile’s securities on Nasdaq;

•        limited liquidity and trading of SpaceMobile’s securities;

•        geopolitical risk and changes in applicable laws or regulations;

•        the possibility that AST or NPA may be adversely affected by other economic, business, and/or competitive factors;

•        operational risk;

5

Table of Contents

•        the possibility that the COVID-19 pandemic, or another major disease, disrupts AST’s business;

•        litigation and regulatory enforcement risks, including the diversion of management time and attention and the additional costs and demands on AST’s resources; and

•        the risks that the consummation of the Business Combination is substantially delayed or does not occur.

Should one or more of these risks or uncertainties materialize, or should any of the assumptions made by the management of NPA or AST prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

All subsequent written and oral forward-looking statements concerning the Business Combination or other matters addressed in this proxy statement and attributable to NPA or AST or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this proxy statement. Except to the extent required by applicable law or regulation, NPA and AST undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement or to reflect the occurrence of unanticipated events.

6

Table of Contents

Summary Term Sheet

This Summary Term Sheet, together with the sections entitled “Questions and Answers About the Business Combination and the Special Meeting” and “Summary of the Proxy Statement,” summarize certain information contained in this proxy statement, but does not contain all of the information that is important to you. You should read carefully this entire proxy statement, including the attached annexes, for a more complete understanding of the matters to be considered at the Special Meeting.

•        NPA is a blank check company formed specifically as a vehicle to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. For more information regarding NPA, see the section entitled “Other Information About NPA.

•        There are currently 28,750,000 shares of NPA Class A Common Stock and NPA Class B Common Stock issued and outstanding, consisting of (i) 23,000,000 public shares and (ii) 5,750,000 Founder Shares. In addition, there are currently 17,600,000 NPA Warrants outstanding, consisting of (i) 11,500,000 NPA Public Warrants originally sold as part of the NPA Units in the IPO and (ii) 6,100,000 Private Placement Warrants. Each whole warrant entitles the holder to purchase one whole share of NPA Class A Common Stock for $11.50 per share. The warrants will become exercisable 30 days following Closing, subject to certain lock-up restrictions. The NPA Warrants will expire five years after the completion of NPA’s initial business combination, at 5:00 p.m., New York time, or earlier upon redemption or liquidation. Once the NPA Warrants become exercisable, NPA may call the NPA Warrants for redemption, if, and only if, the reported last sale price of the NPA Class A Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before NPA sends the notice of redemption to the NPA Warrant holders.

•        AST is an innovative satellite designer and manufacturer. AST and its global partners are building the first and only space-based cellular broadband network to be accessible by standard smartphones. AST’s SpaceMobile low Earth orbit (“LEO”) satellite network is expected to provide global direct mobile broadband network to provide connectivity to any standard, unmodified, off-the-shelf mobile phone or 2G/3G/4G LTE/5G and IoT enabled device (the “SpaceMobile Service”). For more information regarding AST, see the section entitled “Other Information About AST.

•        On December 15, 2020, NPA, AST, the Existing Equityholders, Sponsor and the Existing Equityholder Representative, entered into the Equity Purchase Agreement, the terms of which are described in this proxy statement, and which is attached hereto as Annex A. The Equity Purchase Agreement, among other things, provides that:

•        NPA will amend and restate our Existing Certificate of Incorporation with the A&R Certificate of Incorporation to, among other things, (i) change the name of NPA to AST SpaceMobile, Inc., (ii) convert all then-outstanding Sponsor Stock, excluding any Forfeited Sponsor Stock (discussed below), into Class A Common Stock and (iii) authorize the issuance of Class B Common Stock and Class C Common Stock;

•        the Existing Equityholders, SpaceMobile and AST will enter into the A&R Operating Agreement which, among other things, will (i) restructure the capitalization of AST to (a) authorize the issuance of the AST Common Units to SpaceMobile, (b) reclassify the Existing AST Units, other than any Existing AST Prior Incentive Equity Units, held by the Existing Equityholders into the number of AST Common Units set forth in Schedule I of the Equity Purchase Agreement, and (c) reclassify all of the Existing AST Prior Incentive Equity Units into AST Incentive Equity Units, concurrently with and subject to adjustments to the AST Options affecting the number of units and exercise price (as applicable) thereof, and (ii) appoint SpaceMobile as the managing member of AST;

•        NPA will replace the Existing Bylaws, by adopting the SpaceMobile Bylaws;

•        NPA has entered into the Subscription Agreements with the PIPE Investors pursuant to which the PIPE Investors have committed to make the PIPE Investment in an aggregate amount of $230 million, for which the PIPE Investors will receive an aggregate of 23 million shares of Class A Common Stock; and

7

Table of Contents

•        without any action on the part of any holder of an NPA Warrant, each NPA Warrant that is issued and outstanding immediately prior to the Closing will become a SpaceMobile Warrant, exercisable for Class A Common Stock in accordance with its terms.

•        In connection with the Equity Purchase Agreement, NPA entered into the following related agreements:

•        Subscription Agreements.    In connection with the execution of the Equity Purchase Agreement, we entered into various Subscription Agreements with the PIPE Investors pursuant to which the PIPE Investors have committed to make the PIPE Investment in an aggregate amount of $230 million. In exchange for the PIPE Investment, the PIPE Investors will receive an aggregate of 23 million shares of Class A Common Stock. We may, prior to the Closing, enter into additional subscription agreements for the sale of Class A Common Stock on terms substantially identical to the Subscription Agreement and subject to the PIPE Investment Cap. The obligations of the parties to consummate the PIPE Investment are conditioned upon, among other things, customary closing conditions and the consummation of the transactions contemplated by the Equity Purchase Agreement.

•        Sponsor Voting Agreement.    At Closing, in connection with the Business Combination, our Sponsor and SpaceMobile will enter into a voting agreement (the “Sponsor Voting Agreement”) a form of which is attached hereto as Annex I, whereby our Sponsor will agree to vote all securities of SpaceMobile owned by it eligible to vote in the election of SpaceMobile’s directors in any election of SpaceMobile’s directors in such manner as may be necessary to elect and/or maintain in office as members of the SpaceMobile Board those individuals designated by the Stockholder Parties pursuant to the Stockholders’ Agreement and to otherwise effect the intent of the provisions of the Stockholders’ Agreement. The Sponsor Voting Agreement will terminate on the first date in which our Sponsor no longer has the right to designate a director to the SpaceMobile Board.

•        In connection with the Closing, NPA will enter into, among others, the following agreements:

•        A&R Certificate of Incorporation and SpaceMobile Bylaws.    NPA will amend and restate (i) subject to receipt of stockholder approval, the Existing Certificate of Incorporation by adopting the A&R Certificate of Incorporation and (ii) the SpaceMobile Bylaws. The Existing Certificate of Incorporation will be amended to (i) change the name of NPA to AST SpaceMobile, Inc., (ii) convert all Sponsor Stock, excluding any Forfeited Sponsor Stock into shares of Class A Common Stock and (iii) authorize the issuance of Class B Common Stock and Class C Common Stock. For more information about the A&R Certificate of Incorporation and SpaceMobile Bylaws see the sections entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — A&R Certificate of Incorporation.”

•        A&R Operating Agreement of AST.    At the Closing, AST, SpaceMobile (as the managing member of AST) and the Existing Equityholders, will enter into the A&R Operating Agreement, a copy of which is attached hereto as Annex C. The A&R Operating Agreement will, among other things, (i) restructure the capitalization of AST to (a) authorize the issuance of AST Common Units to SpaceMobile, (b) reclassify the Existing AST Units, including the AST Series A Preferred Units, AST Series B Preferred Units, and the Existing AST Incentive Units, but excluding the Existing AST Prior Incentive Equity Units, held by the Existing Equityholders into AST Common Units, and (c) reclassify all of the Existing AST Prior Incentive Equity Units into AST Incentive Equity Units, concurrently with and subject to adjustments to the AST Options affecting the number of units and exercise price (as applicable) thereof and (ii) appoint SpaceMobile as the managing member of AST. For more information about the A&R Operating Agreement, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — A&R Operating Agreement of AST.”

•        Stockholders’ Agreement.    SpaceMobile, the AST Equityholders and Sponsor will enter into the Stockholders’ Agreement. Pursuant to the Stockholders’ Agreement, among other things, the AST Equityholders will agree to vote all securities of SpaceMobile that may be voted in the election of SpaceMobile’s directors held by such AST Equityholders in accordance with the provisions

8

Table of Contents

of the Stockholders’ Agreement. At Closing, the SpaceMobile Board will initially consist of 13 directors, with two director seats being vacant. The equityholders of SpaceMobile will have the right to nominate directors as follows: (a) the Key Holders may nominate seven members of the SpaceMobile Board, which amount includes the two initial vacancies for which Avellan will have the right, pursuant to the Stockholders’ Agreement, to designate directors for appointment to such vacancies at any time, (b) Invesat, Vodafone, Sponsor and American Tower each may nominate one member of the SpaceMobile Board, and (c) Rakuten may nominate two members of the SpaceMobile Board. The AST Equityholders and our Sponsor will respectively agree to vote for each of the foregoing nominees. In addition, the Stockholder Parties will agree that, until such date as the Stockholder Parties collectively control less than 50% of the total voting power of SpaceMobile, the Stockholder Parties will take all necessary action to cause SpaceMobile and the SpaceMobile Board to maintain the Redemption Election Committee of the SpaceMobile Board and its delegated powers. Also pursuant to the Stockholders’ Agreement, the Stockholder Parties will agree to take all necessary action to cause Avellan to be the chairperson of the SpaceMobile Board.

Avellan’s right to nominate directors will decrease in proportion to the Key Holders’ ownership interests in the aggregate outstanding voting power of SpaceMobile, such that if the Key Holders, at any point after the Closing Date: (i) own less than 50% of the aggregate outstanding voting power of SpaceMobile, the Key Holders may only nominate five members of the SpaceMobile Board, (ii) own less than 40% of the aggregate outstanding voting power of SpaceMobile, the Key Holders may only nominate three members of the SpaceMobile Board, (iii) own less than 30% of the aggregate outstanding voting power of SpaceMobile, the Key Holders may only nominate two members of the SpaceMobile Board, (iv) own less than 20% of the aggregate outstanding voting power of SpaceMobile, the Key Holders may only nominate one member of the SpaceMobile Board, and (v) own less than 5% of the aggregate outstanding voting power of SpaceMobile, the Key Holders will no longer be entitled to nominate any members of the SpaceMobile Board. If the size of the SpaceMobile Board is increased or decreased, the number of members that Avellan may designate will increase or decrease proportionately to the size of the SpaceMobile Board. For more information about the Stockholders’ Agreement, see section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Stockholders’ Agreement.”

•        Tax Receivable Agreement.    At the Closing of the Business Combination, SpaceMobile, AST, the Existing Equityholders and the TRA Holder Representative will enter into the Tax Receivable Agreement, a form of which is attached hereto as Annex G.

Pursuant to the Tax Receivable Agreement, SpaceMobile will generally be required to pay the TRA Holders 85% of the amount of savings, if any, in U.S. federal, state, local, and foreign taxes that are based on, or measured with respect to, net income or profits, and any interest related thereto that SpaceMobile (and applicable consolidated, unitary, or combined Subsidiaries thereof, if any and collectively the “Tax Group”) realizes, or is deemed to realize, as a result of certain tax attributes, including:

•        existing tax basis in certain assets of AST and certain of its direct or indirect Subsidiaries, including assets that will eventually be subject to depreciation or amortization, once placed in service, attributable to AST Common Units acquired by SpaceMobile from a TRA Holder (including AST Common Units held by a Blocker Corporation acquired by SpaceMobile in a Reorganization Transaction (as defined in the Tax Receivable Agreement)), each as determined at the time of the relevant acquisition;

•        tax basis adjustments resulting from taxable exchanges of AST Common Units (including any such adjustments resulting from certain payments made by SpaceMobile under the Tax Receivable Agreement) acquired by SpaceMobile from a TRA Holder pursuant to the terms of the A&R Operating Agreement;

•        tax deductions in respect of portions of certain payments made under the Tax Receivable Agreement; and

9

Table of Contents

•        certain tax attributes of Blocker Corporations holding AST Common Units that are acquired directly or indirectly by SpaceMobile pursuant to a Reorganization Transaction (each of the foregoing, collectively, the “Tax Attributes”).

Please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Tax Receivable Agreement” for a discussion of the Tax Receivable Agreement and the section entitled “Risk Factors — Risks Relating to Tax” for certain specified risks related to the Tax Receivable Agreement.

•        Registration Rights Agreement.    NPA, the Existing Equityholders and Sponsor (the Existing Equityholders and Sponsor, collectively, the “Holders”) will enter into a Registration Rights Agreement (the “Registration Rights Agreement”) pursuant to which SpaceMobile will grant the Holders certain registration rights with respect to the registrable securities of SpaceMobile. Among other things, the Registration Rights Agreement will require SpaceMobile to register the shares of Class A Common Stock being issued in connection with the Business Combination and any shares of Class A Common Stock issued upon the redemption of any AST Common Units. The Holders will be entitled to (i) make a written demand for registration under the Securities Act of 1933, as amended (the “Securities Act”) of all or part of their shares of Class A Common Stock (up to a maximum of two demands in any 12-month period) and not more than five times in the aggregate and only if the offering will include registrable securities with a total offering price reasonably expected to exceed, in the aggregate, $50 million, and (ii) “piggy-back” registration rights to registration statements filed following the Business Combination. SpaceMobile will bear all of the expenses incurred in connection with the filing of any such registration statement.

•        Unless waived by the parties to the Equity Purchase Agreement, and subject to applicable law, the consummation of the Business Combination is subject to a number of conditions set forth in the Equity Purchase Agreement including, among other things, (i) that NPA has received the Required NPA Stockholder Approval, (ii) that NPA has at least $5,000,001 in tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately prior to closing, (iii) that NPA has no less than $250,000,000 in immediately available cash, after deducting all Transaction Expenses, and (iv) that NPA will remain listed on the Nasdaq and has not received any written notice from Nasdaq that it has failed or would reasonably be expected to fail to meet Nasdaq listing requirements as of the Closing Date. For more information about conditions to the consummation of the Business Combination, see the section entitled “Proposal No. 1 — The Business Combination Proposal — The Equity Purchase Agreement — Conditions to the Closing of the Business Combination.”

•        The Equity Purchase Agreement may be terminated at any time prior to the Closing upon agreement of the parties thereto, or by NPA or AST, acting alone, in specified circumstances. For more information about the termination rights under the Equity Purchase Agreement, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Termination.”

•        The proposed Business Combination involves numerous risks. For more information about these risks, please read the section entitled “Risk Factors.”

•        Pursuant to the Existing Certificate of Incorporation, a Public Stockholder may request that NPA redeem all or a portion of such Public Stockholder’s shares of NPA Class A Common Stock for cash if the Business Combination is consummated. If a Public Stockholder properly exercises its right to redeem its shares of NPA Class A Common Stock and timely delivers its shares to the Transfer Agent, we will redeem each share of NPA Class A Common Stock for a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account (net of taxes payable), divided by the number of then-outstanding shares of NPA Class A Common Stock. For illustrative purposes, as of September 30, 2020, this would have amounted to approximately $10.09 per public share. If a Public Stockholder exercises its Redemption Rights, then it will be exchanging its redeemed shares of NPA Class A Common Stock for cash and will no longer own such shares. Any request to redeem shares of NPA Class A Common Stock, once made, may be withdrawn at any time until the deadline for requesting to exercise Redemption Rights and thereafter, with our consent, until the Closing. See the section entitled “Special Meeting of the NPA Stockholders — Redemption Rights.”

10

Table of Contents

•        It is anticipated that, upon completion of the Business Combination, a Assuming that (i) none of our current stockholders exercise their right to redeem their NPA Class A Common Stock, (ii) the aggregate proceeds received by NPA in connection with the PIPE Investment is $230,000,000, and (iii) there is no Additional PIPE Investment, as of Closing, the Existing Equityholders (including the Key Holders) will hold shares of Common Stock representing 94% of the total voting power of SpaceMobile, the current holders of NPA Class A Common Stock will hold shares of Common Stock representing 6% of the total voting power of SpaceMobile, and the Key Holders will hold shares of Common Stock representing 88% of the total voting power of SpaceMobile.

•        The PIPE Investors have committed to make the PIPE Investment in an aggregate amount of $230 million. In exchange for the PIPE Investment, the PIPE Investors will receive an aggregate of 23 million shares of Class A Common Stock. We may, prior to the Closing, enter into additional subscription agreements for the sale of Class A Common Stock on terms substantially identical to the Subscription Agreements and subject to the PIPE Investment Cap. The obligations of the parties to consummate the PIPE Investment are conditioned upon, among other things, customary closing conditions and the consummation of the transactions contemplated by the Equity Purchase Agreement.

•        The Board considered various factors in determining whether to approve the Equity Purchase Agreement and the Business Combination. For more information about NPA’s decision-making process, see the section entitled “Proposal No. 1 — The Business Combination Proposal — The Board’s Reasons for Approving the Business Combination.

•        In addition to voting on the Business Combination Proposal at the Special Meeting, NPA’s stockholders will also be asked to vote on:

•        the Nasdaq Proposal to approve, assuming the Business Combination Proposal is approved and adopted, for purposes of complying with applicable Nasdaq listing rules, the issuance by SpaceMobile, as successor to NPA, of Class A Common Stock, Class B Common Stock and Class C Common Stock in the Business Combination in an amount equal to 20% or more of the amount of NPA’s issued and outstanding common stock immediately prior to the issuance.

•        the Charter and Governance Proposals to approve and adopt, assuming the Business Combination Proposal and the Nasdaq Proposal are approved and adopted, the Charter Proposal. In addition to the approval of the A&R Certificate of Incorporation, the stockholders are also separately being presented the following Governance Proposals, on a non-binding advisory basis, in accordance with the SEC guidance to give stockholders the opportunity to present their separate view on important corporate governance provisions:

•        A proposal to increase the total number of authorized shares and classes of stock to 1,225,000,000 shares consisting of (i) 100,000,000 shares of preferred stock, par value $0.0001 per share, (ii) 800,000,000 shares of Class A Common Stock, par value $0.0001 per share, (iii) 200,000,000 shares of Class B Common Stock, par value $0.0001 per share, and (iv) 125,000,000 shares of Class C Common Stock, par value $0.0001 per share.

•        A proposal to provide for certain additional changes, including, among other things, (i) changing the post-Business Combination corporate name from “New Providence Acquisition Corp.” to “AST SpaceMobile, Inc.,” (ii) making SpaceMobile’s corporate existence perpetual,(iii) removing certain provisions related to our status as a blank check company that will no longer apply upon the consummation of the Business Combination and, (iv) removing the provision requiring the Delaware Court of Chancery to serve as the exclusive forum for stockholders to bring certain lawsuits from the A&R Certificate of Incorporation (although a similar provision will be included in the SpaceMobile Bylaws).

•        A proposal to provide that the number of authorized shares of any class or classes of stock may be increased or decreased by the affirmative vote of the holders of a majority of the total voting power of the outstanding shares of capital stock entitled to vote thereon, voting together as a single class.

11

Table of Contents

•        A proposal to provide that the number of directors of SpaceMobile will be not less than five and not more than 19, with the then-authorized number of directors being fixed from time to time by the SpaceMobile Board within such range, which number shall initially be 13.

•        A proposal to provide that the stockholders of SpaceMobile will not be allowed to effect any action by written consent.

•        A proposal to provide that the SpaceMobile Bylaws may only be amended by the affirmative vote of the holders of at least 75% of the voting power of all the then-outstanding shares of voting stock of SpaceMobile with the power to vote generally in an election of Directors, voting together as a single class.

•        A proposal that each share of Class A Common Stock and each share of Class B Common Stock will entitle the holder thereof to one vote on all matters on which stockholders are generally entitled to vote, and each share of Class C Common Stock will, (i) prior to the Sunset Date, entitle the holder thereof to cast a number of votes on all matters on which stockholders generally are entitled to vote equal to the lesser of (x) 10 votes and (y) the Class C Share Voting Amount and (ii) from and after the Sunset Date, entitle the holder thereof to cast one vote.

•        the Director Election Proposal for holders of NPA Class B Common Stock to elect, assuming the Business Combination Proposal, the Nasdaq Proposal, and the Charter Proposal are approved and adopted, 11 Directors of the SpaceMobile Board until the 2021 annual meeting of stockholders or until such directors’ successors have been duly elected and qualified, or until such directors’ earlier death, resignation, retirement or removal.

•        the Incentive Plan Proposal to approve and adopt, assuming the Business Combination Proposal, the Nasdaq Proposal, and the Charter Proposal are approved and adopted, the 2020 Plan, a copy of which is attached to this proxy statement as Annex D.

•        the ESPP Proposal to approve and adopt, assuming the Business Combination Proposal, the Nasdaq Proposal, and the Charter Proposal are approved and adopted, the ESPP, a copy of which is attached to this proxy statement as Annex F.

•        the Adjournment Proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the condition precedent proposals.

For more information, see the sections entitled “Proposal No. 2 — The Nasdaq Proposal,” “Proposal No. 3 — The Charter and Governance Proposals,” “Proposal No. 4 — The Director Election Proposal,” “Proposal No. 5 — The Incentive Plan Proposal,” “Proposal No. 6 — The ESPP Proposal,” and “Proposal No. 7 — The Adjournment Proposal.”

12

Table of Contents

Questions and Answers About the Business Combination and the Special Meeting

Questions and Answers About the Business Combination

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the Special Meeting, including the Business Combination. The following questions and answers do not include all the information that is important to our stockholders. We urge our stockholders to read carefully this entire proxy statement, including the annexes and other documents referred to herein.

Q:     Why are NPA and AST proposing to enter into the Business Combination?

A:     NPA is a blank check company formed specifically as a vehicle to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. In the course of NPA’s search for a business combination partner, NPA investigated the potential acquisition of many entities in various industries, including AST, and concluded that AST was the best candidate for a business combination with NPA. For more details on NPA’s search for a business combination partner and the Board’s reasons for selecting AST as NPA’s Business Combination partner, see the section entitled “Proposal No. 1 — The Business Combination — The Board’s Reasons for Approving the Business Combination” included in this proxy statement.

Q:     What is the purpose of this document?

A:     NPA is proposing to consummate a business combination with AST. NPA, AST, the Existing Equityholders, Sponsor and the Existing Equityholder Representative, have entered into the Equity Purchase Agreement, the terms of which are described in this proxy statement. You are being asked to consider and vote on the Business Combination. The Equity Purchase Agreement, among other things, contemplates that at the closing of the Business Combination:

(i)     NPA will amend and restate our Existing Certificate of Incorporation to, among other things, (a) change the name of NPA to AST SpaceMobile, Inc., (b) convert all then-outstanding Sponsor Stock, excluding any Forfeited Sponsor Stock (discussed below), into Class A Common Stock and (c) authorize the issuance of Class B Common Stock and Class C Common Stock;

(ii)    the Existing Equityholders, SpaceMobile and AST will enter into the A&R Operating Agreement which, among other things, will (a) restructure the capitalization of AST to (1) authorize the issuance of the AST Common Units to SpaceMobile, (2) reclassify the Existing AST Units, other than any Existing AST Prior Incentive Equity Units, held by the Existing Equityholders into the number of AST Common Units set forth in Schedule I of the Equity Purchase Agreement, and (3) reclassify all of the Existing AST Prior Incentive Equity Units into AST Incentive Equity Units, concurrently with and subject to adjustments to the AST Options affecting the number of units and exercise price (as applicable) thereof, and (b) appoint SpaceMobile as the managing member of AST;

(iii)   the Existing Equityholders, SpaceMobile, AST, and the TRA Holder Representative will enter into the Tax Receivable Agreement (please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Tax Receivable Agreement” for a discussion of the Tax Receivable Agreement and the section entitled “Risk Factors — Risks Relating to Tax” for certain specified risks related to the Tax Receivable Agreement);

(iv)   NPA will replace the Existing Bylaws, by adopting the SpaceMobile Bylaws;

(v)    NPA will enter into the Subscription Agreements with the PIPE Investors pursuant to which the PIPE Investors have committed to make the PIPE Investment in an aggregate amount of $230 million, for which the PIPE Investors will receive an aggregate of 23 million shares of Class A Common Stock; and

(vi)   without any action on the part of any holder of an NPA Warrant, each NPA Warrant that is issued and outstanding immediately prior to the Closing will become a SpaceMobile Warrant, exercisable for Class A Common Stock in accordance with its terms.

13

Table of Contents

Assuming that (i) none of our current stockholders exercise their right to redeem their NPA Class A Common Stock, (ii) the aggregate proceeds received by NPA in connection with the PIPE Investment is $230,000,000, and (iii) there is no Additional PIPE Investment, as of Closing, the Existing Equityholders (including the Key Holders) will hold shares of Common Stock representing 94% of the total voting power of SpaceMobile, the current holders of NPA Class A Common Stock will hold shares of Common Stock representing 6% of the total voting power of SpaceMobile, and the Key Holders will hold shares of Common Stock representing 88% of the total voting power of SpaceMobile.

Approval of the Business Combination Proposal will require the affirmative vote of a majority of the votes cast by holders of NPA Class A Common Stock and NPA Class B Common Stock present in person (which includes presence at the virtual Special Meeting) or by proxy at the Special Meeting and entitled to vote thereon, voting as a single class.

Q:     Are any of the proposals conditioned on one another?

A:     Yes, the approval and adoption by the NPA stockholders of the Business Combination Proposal, the Nasdaq Proposal, the Charter Proposal, the Director Election Proposal, the Incentive Plan Proposal and the ESPP Proposal is necessary for the Business Combination to be consummated. It is important for you to note that in the event that the Required NPA Stockholder Approval is not received, NPA will not consummate the Business Combination. In the absence of stockholder approval for a further extension, if NPA does not consummate the Business Combination and fails to complete an initial business combination by March 15, 2021, NPA will be required to dissolve and liquidate. The Existing Certificate of Incorporation does not provide any means to extend the March 15, 2021 deadline for completing a business combination, however the Equity Purchase Agreement requires us to propose an amendment to the Existing Certificate of Incorporation for the purpose of effecting an extension.

Adoption of the Governance Proposals and the Adjournment Proposal are not conditioned upon the adoption of any of the other Proposals.

Q:     When is the Business Combination expected to occur?

A:     Assuming the requisite stockholder approvals are received, NPA expects that the Business Combination will occur as soon as practicable following the Special Meeting and no later than June 14, 2021.

Q:     How will SpaceMobile be managed following the Business Combination and who will manage it?

A:     Following the Closing, we will be organized as an umbrella partnership-C corporation (“Up-C”) structure, in which substantially all of the operating assets of SpaceMobile will be held by AST, and our only assets will be equity interests in AST.

The current management team of AST, including Abel Avellan, who currently serves as Chairman of the AST board of directors and Chief Executive Officer, will serve in the same roles at SpaceMobile following the consummation of the Business Combination. For more information on SpaceMobile’s anticipated management, see the section entitled “SpaceMobile Management After the Business Combination” in this proxy statement.

Upon the completion of the Business Combination, the Key Holders, which include Avellan and his permitted transferees, will hold all the outstanding shares of Class C Common Stock, which prior to the Sunset Date will entitle such holders to cast the lesser of 10 votes per share and the Class C Share Voting Amount, the latter of which is a number of votes per share equal to (x) the Closing Class C Percentage (which we anticipate will be approximately 88%) of the total voting power of the outstanding voting stock of SpaceMobile, minus (y) the total voting power of the outstanding stock of SpaceMobile owned or controlled by the Key Holders, divided by (z) the number of shares of Class C Common Stock then outstanding. The practical effect of the formula used to calculate the Class C Share Voting Amount is that it will cap the aggregate voting power of the Class C Common Stock so that, in most scenarios, the voting power of the Class C Common Stock will not

14

Table of Contents

increase, or will increase more slowly than it would otherwise in the event the Class C holders acquire additional voting stock in SpaceMobile. As a result, following the Closing, we anticipate the Key Holders will control approximately 88% of the combined voting power of the Common Stock, and may control a majority of the voting power of SpaceMobile so long as the Class C Common Stock represents at least 9.1% of SpaceMobile’s total Common Stock. The Class C Common Stock held by the Key Holders does not include any economic interest in SpaceMobile, including rights to dividends. As a result of the Key Holders’ holdings after the Closing, we will qualify as a “controlled company” within the meaning of the corporate governance standards of Nasdaq. Under these rules, a listed company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirement that (i) a majority of the SpaceMobile Board consist of independent directors, (ii) we have a compensation committee that is composed entirely of independent directors and (iii) director nominees be selected or recommended to the board by independent directors.

We expect to rely on certain of these exemptions after the Closing. As a result, we will not have a compensation committee consisting entirely of independent directors and our directors will not be nominated or selected solely by independent directors. We may also rely on the other exemptions so long as we qualify as a controlled company. To the extent we rely on any of these exemption, holders of Class A Common Stock will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of Nasdaq. For more a more detailed discussion of the implications of being a “controlled company,” see the sections entitled “Summary of the Proxy Statement — Emerging Growth Company, Smaller Reporting Company and Controlled Company” and “Risk Factors — Risks Relating to Our Organization and Structure — Following the Closing, we will be a “controlled company” within the meaning of the Nasdaq listing standards and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to stockholders of companies that are subject to such requirements.”

Q:     What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

A:     Upon completion of the IPO, a total of $230,000,000 was placed in the Trust Account maintained by Continental Stock Transfer & Trust Company, acting as trustee. As of September 30, 2020, there were investments and cash held in the Trust Account of approximately $232,143,216. These funds will not be released until the earlier of the completion of the Business Combination and the redemption of shares of NPA Class A Common Stock if we are unable to complete an initial business combination by March 15, 2021, although we may withdraw the interest earned on the funds held in the Trust Account to pay taxes.

Q:     What happens if a substantial number of the Public Stockholders vote in favor of the Business Combination Proposal and exercise their Redemption Rights?

A:     NPA’s Public Stockholders may vote in favor of the Business Combination and exercise their Redemption Rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Stockholders are reduced as a result of redemptions by Public Stockholders.

However, the consummation of the Business Combination is conditioned upon, among other things, approval by NPA’s stockholders of the Equity Purchase Agreement and the Business Combination and that NPA shall have no less than $250 million in immediately available cash (comprised of cash not redeemed from the Trust Account and cash raised in the PIPE Investment or any Additional PIPE Investment), after deducting all Transaction Expenses.

In addition, with fewer shares of NPA Class A Common Stock and Public Stockholders, the trading market for Class A Common Stock may be less liquid than the market for shares of NPA Class A Common Stock was prior to consummation of the Business Combination and NPA may not be able to meet the listing standards for Nasdaq or another national securities exchange. In addition, with less funds available from the Trust Account, the working capital infusion from the Trust Account into SpaceMobile’s business will be reduced.

15

Table of Contents

Q:     What happens if the Business Combination is not consummated?

A:     If the Business Combination is not consummated, NPA may seek another suitable business combination. In the absence of stockholder approval for a further extension, if NPA does not consummate a business combination by March 15, 2021, NPA will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the shares of NPA Class A Common Stock, at a per-share price, payable in cash, equal to the aggregate amount in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay franchise and income taxes, divided by the number of then outstanding shares of NPA Class A Common Stock and (iii) as promptly as reasonably possible following such redemption, dissolve and liquidate. There will be no Redemption Rights or liquidating distributions with respect to the NPA Warrants, which will expire worthless if NPA fails to complete a business combination within the 18-month time period. If the Business Combination is not consummated, AST will continue operating as a private company. If NPA does not consummate the Business Combination and fails to complete an initial business combination by March 15, 2021, NPA will be required to dissolve and liquidate. The Existing Certificate of Incorporation does not provide any means to extend the March 15, 2021 deadline for completing a business combination, however the Equity Purchase Agreement requires us to propose an amendment to the Existing Certificate of Incorporation for the purpose of effecting an extension.

Q:     What happens to the funds deposited in the Trust Account following the Closing?

A:     If the Business Combination is consummated, the funds held in the Trust Account will be released to pay (i) a portion of NPA’s aggregate costs, fees and expenses in connection with the consummation of the Business Combination, (ii) tax obligations and advisory fees and (iii) for any redemptions of any shares of NPA Class A Common Stock. Any funds remaining in the Trust Account after such uses will be released to SpaceMobile and utilized to fund working capital needs of SpaceMobile. As of September 30, 2020, there was approximately $232,143,216 in the Trust Account. NPA estimates that approximately $10.09 per outstanding share of NPA Class A Common Stock will be paid to the Public Stockholders exercising their Redemption Rights.

Q:     Do any of NPA’s directors or officers or the Sponsor have interests that may conflict with the interests of NPA’s stockholders with respect to the Business Combination?

A:     NPA’s directors and officers may have interests in the Business Combination that are different from your interests as a stockholder. On June 20, 2019, Sponsor purchased an aggregate of 3,593,750 Founder Shares, for an aggregate offering price of $25,000 at an average purchase price of approximately $0.007 per share. In August 2019, NPA effected a stock split resulting in an increase in the total number of shares of NPA Class B Common Stock outstanding from 3,593,750 to 5,750,000, such that the total number of Founder Shares would represent 20% of the total number of shares of NPA Common Stock outstanding upon completion of the IPO. In addition, Sponsor purchased an aggregate of 6,100,000 Private Placement Warrants at a price of $1.00 per warrant. This purchase took place on a private placement basis simultaneously with the completion of the IPO.

In the absence of stockholder approval for an extension, if NPA does not consummate the Business Combination by March 15, 2021, NPA will be required to dissolve and liquidate and the securities held by our Sponsor, will be of no value because our Sponsor has agreed to waive its rights to any liquidation distributions. The Existing Certificate of Incorporation does not provide any means to extend the March 15, 2021 deadline for completing a business combination, however the Equity Purchase Agreement requires us to propose an amendment to the Existing Certificate of Incorporation for the purpose of effecting an extension.

In addition, if, at the Closing, the amount in our Trust Account, and the amount raised in private transactions including any PIPE Investment prior to the payment of any Transaction Expenses is less than $400,000,000, Sponsor and NPA will irrevocably terminate, forfeit and cancel, for no consideration and without further right, obligation or liability, a number of shares of Sponsor Stock such that the total number of issued and outstanding Sponsor Stock immediately prior to the Closing equals 20% of the total number of shares of issued and outstanding NPA Class A Common Stock and shares of NPA Class B Common Stock as of immediately prior to the closing of the Business Combination.

16

Table of Contents

Please also see the sections entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination; Risk Factors — Risks Relating to NPA — Directors of NPA have potential conflicts of interest in recommending that stockholders vote in favor of approval of the Business Combination and approval of the other proposals described in this proxy statement.; and Risk Factors — Risks Relating to the Business Combination — Our Initial Stockholders, including sponsor, directors and officers have potential conflicts of interest in recommending that NPA stockholders vote in favor of approval of the Business Combination and approval of the other proposals described in this proxy statement.; and Risk Factors — Risks Related to NPA.” for more information on the interests and relationships of Sponsor and current officers and directors of NPA.

Q:     What voting interests will NPA’s current stockholders, the Initial Stockholders, the PIPE Investors and the Existing Equityholders hold in SpaceMobile immediately after the consummation of the Business Combination?

A:     We anticipate that, upon completion of the Business Combination, the voting interests in SpaceMobile will be as set forth in the table below:

        

     

Assuming
No
Redemptions
(1)

 

Assuming
Maximum
Redemptions
(2)

NPA’s Public Stockholders

 

2.6

%

 

0.7

%

Initial Stockholders

 

0.6

%

 

0.2

%

PIPE Investors

 

2.6

%

 

2.7

%

Existing Equityholders (including Abel Avellan)

 

94.2

%

 

96.4

%

   

Total

 

100.0

%

 

100.0

%

____________

(1)      Assumes that (i) none of the holders of NPA Class A Common Stock exercise their Redemption Rights, (ii) the parties to the Equity Purchase Agreement incur $40 million in Transaction Expenses, (iii) there is no Forfeited Sponsor Stock, (iv) none of the parties to the Equity Purchase Agreement purchase shares of NPA Class A Common Stock on the open market, and (v) there are no other issuances of equity interests of NPA prior to or in connection with the Closing.

(2)      Assumes that (i) stockholders holding 17.1 million of NPA Class A Common Stock exercise their Redemption Rights, (ii) the parties to the Equity Purchase Agreement incur $40 million in Transaction Expenses, (iii) the Sponsors forfeit 4.3 million shares of Forfeited Sponsor Stock, (iv) none of the parties to the Equity Purchase Agreement purchase shares of NPA Class A Common Stock on the open market and (v) there are no other issuances of equity interests of NPA prior to or in connection with the Closing.

Q:     What is an “Up-C” Structure?

A:     Our corporate structure following the Business Combination, as described under the section entitled “Proposal No. 1 — The Business Combination Proposal — The Equity Purchase Agreement,” is commonly referred to as an “Up-C” structure, which is often used by partnerships and limited liability companies when they undertake an initial public offering either directly or through a business combination with a special purpose acquisition company, such as NPA. In connection with the organization of SpaceMobile as an “Up-C” structure, in consummation of the Business Combination, the existing shareholders of AST will exchange their Existing AST Units for AST Common Units, which will be redeemable for cash or shares of Class A Common Stock, and, in the case of the Existing AST Equity Holders, will receive a class of noneconomic common shares (Class B Common Stock) and, in the case of Abel Avellan, the current controlling party of AST, will receive a class of super-voting, noneconomic common shares (Class C Common Stock) in SpaceMobile.

Following the consummation of the Business Combination, SpaceMobile will be a holding company, and, accordingly, all the business of AST will be held directly by AST, of which SpaceMobile will be the managing member, and SpaceMobile’s only direct asset will consist of the AST Common Units. As the managing member of AST, SpaceMobile will have full, exclusive and complete discretion to manage and control the business of AST and to take all action it deems necessary, appropriate, advisable, incidental, or convenient to accomplish the purposes of AST set forth in the A&R Operating Agreement, and, accordingly, the financial statements of AST will be prepared on a consolidated basis with SpaceMobile. SpaceMobile may not be removed as managing member of AST.

17

Table of Contents

The Up-C structure will allow the Existing Equityholders to continue to realize tax benefits associated with owning interests in an entity that is treated as a partnership, or “pass through” entity, for U.S. federal income (and certain state and local) tax purposes following the Business Combination. One of these benefits is that, for U.S. federal income (and certain state and local) purposes, future taxable income of AST that is allocated to the Existing Equityholders will be taxed on a flow-through basis and therefore AST will generally not for U.S. federal income (and certain state and local) purposes, be subject to corporate income taxes at the entity level (that it would generally be subject to if it were treated as a corporation for such applicable tax purposes). See the sections entitled “Proposal No. 1 — The Business Combination Proposal” for more information.

Q:     What conditions must be satisfied to complete the Business Combination?

A:     Unless waived by the parties to the Equity Purchase Agreement, and subject to applicable law, the consummation of the Business Combination is subject to a number of conditions set forth in the Equity Purchase Agreement including, among other things, that (i)  NPA has received the Required NPA Stockholder Approval, (ii)  NPA has at least $5,000,001 in tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately prior to closing, (iii) NPA has no less than $250,000,000 in immediately available cash, after deducting all Transaction Expenses, and (iv) NPA will remain listed on the Nasdaq and has not received any written notice from Nasdaq that it has failed or would reasonably be expected to fail to meet Nasdaq listing requirements as of the Closing Date.

Questions and Answers About the Special Meeting for NPA’s Stockholders

Q:     What is being voted on at the Special Meeting?

A:     Below are the Proposals that NPA’s stockholders are being asked to vote on:

•        the Business Combination Proposal to approve and adopt the Equity Purchase Agreement and the transactions contemplated by the Equity Purchase Agreement;

•        the Nasdaq Proposal to approve, for purposes of complying with applicable Nasdaq listing rules, the issuance by SpaceMobile, as successor to NPA, of Class A Common Stock, Class B Common Stock and Class C Common Stock in the Business Combination in an amount equal to 20% or more of the amount of NPA’s issued and outstanding common stock immediately prior to the issuance;

•        the Charter Proposal to approve and adopt the A&R Certificate of Incorporation, which, if approved would take effect upon Closing, and the Governance Proposals, to approve, on a non-binding advisory basis, certain corporate governance provisions;

•        the Director Election Proposal for holders of NPA Class B Common Stock to elect 11 Directors of the SpaceMobile Board until the 2021 annual meeting of stockholders, respectively, or until such directors’ successors have been duly elected and qualified, or until such directors’ earlier death, resignation, retirement or removal;

•        the Incentive Plan Proposal to approve and adopt the 2020 Plan;

•        the ESPP Proposal to approve and adopt the ESPP; and

•        the Adjournment Proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the condition precedent proposals.

Approval of the Business Combination Proposal, the Nasdaq Proposal, the Governance Proposals, the Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal each require the affirmative vote of a majority of the votes cast by holders of shares of NPA Common Stock present in person (which would include presence at the virtual Special Meeting) or by proxy at the Special Meeting and entitled to vote thereon, voting as a single class. Approval of the Charter Proposal requires the affirmative vote of holders of a majority of the outstanding

18

Table of Contents

shares of NPA Class A Common Stock, voting separately as a single class, and the affirmative vote of the holders of a majority of the outstanding shares of NPA Class B Common Stock, voting separately as a single class, entitled to vote thereon at the Special Meeting The election of the director nominees pursuant to the Director Election Proposal requires the affirmative vote of a plurality of the outstanding shares of NPA Class B Common Stock cast by NPA’s stockholders present in person or by proxy at the virtual Special Meeting and entitled to vote thereon. Holders of NPA Class A Common Stock have no right to vote on the election, removal or replacement of any director.

Q:     When and where is the Special Meeting?

A:     The Special Meeting will be held via live webcast on             , 2021, at             , New York Time. Due to the COVID-19 pandemic, NPA will be holding the Special Meeting virtually at the following URL:

www.            .com

Q:     Who may vote at the Special Meeting?

A:     Only holders of record of NPA Common Stock as of the close of business on             , 2021 may vote at the Special Meeting. As of the Record Date, there were              shares of NPA Common Stock outstanding and entitled to vote. Please see the section entitled “Special Meeting of the NPA Stockholders — Record Date; Who is Entitled to Vote” for further information.

Q:     What is the quorum requirement for the Special Meeting?

A:     The holders present in person or by proxy of shares of outstanding capital stock of NPA representing a majority of the voting power of all outstanding shares of capital stock of NPA entitled to vote at the Special Meeting will constitute a quorum. Our Initial Stockholders will count toward this quorum and pursuant to that certain Letter Agreement, entered into at the time of our IPO, by and among NPA, our Initial Stockholders, our Sponsor, and each director and executive officer of NPA (the “Letter Agreement”) our Sponsor, officers and directors have agreed to vote their Founder Shares and any public shares purchased during or after our IPO in favor of the Business Combination.

Q:     What vote is required to approve the Proposals?

A:     Approval of the Business Combination Proposal, the Nasdaq Proposal, the Governance Proposals, the Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal each require the affirmative vote of a majority of the votes cast by holders of shares of NPA Common Stock present in person (which would include presence at the virtual Special Meeting) or by proxy at the Special Meeting and entitled to vote thereon, voting as a single class.

Pursuant to the Letter Agreement, our Initial Stockholders have agreed to vote their Founder Shares and any public shares purchased during or after our IPO in favor of the Business Combination. As of the date hereof, such stockholders own 20% of the total issued and outstanding shares of NPA Common Stock. Assuming only the minimum shares of NPA Common Stock necessary to constitute a quorum are present in person or by proxy at the Special Meeting, only 8,625,001 shares or 37.5% of the outstanding shares of NPA Common Stock not subject to the Letter Agreement must be voted in favor of the Business Combination for the Business Combination Proposal to be approved. The agreement by our Initial Stockholders to vote in favor of the Business Combination Proposal will increase the likelihood that we will receive the requisite stockholder approval. Approval of the Charter Proposal requires the affirmative vote of holders of a majority of the outstanding shares of NPA Class A Common Stock, voting separately as a single class, and the affirmative vote of the holders of a majority of the outstanding shares of NPA Class B Common Stock, voting separately as a single class, entitled to vote thereon at the Special Meeting.

The election of the director nominees pursuant to the Director Election Proposal requires the affirmative vote of a plurality of the outstanding shares of NPA Class B Common Stock cast by NPA’s stockholders present in person or by proxy at the virtual Special Meeting and entitled to vote thereon. Holders of NPA Class A Common Stock have no right to vote on the election, removal or replacement of any director.

19

Table of Contents

Q:     How will the Initial Stockholders vote?

A:     Pursuant to the Letter Agreement, our Initial Stockholders, our Sponsor, officers and directors have agreed to vote their Founder Shares and any public shares purchased during or after our IPO in favor of the Business Combination.

Q:     Do I have Redemption Rights?

A:     If you are a holder of shares of NPA Class A Common Stock, you have the right to request that NPA redeem all or a portion of your NPA Class A Common Stock for cash, but you must follow the procedures and deadlines described elsewhere in this proxy statement. Public Stockholders may elect to redeem all or a portion of such Public Stockholder’s shares of NPA Class A Common Stock even if they vote for the Business Combination Proposal. We sometimes refer to these rights to elect to redeem all or a portion of the NPA Class A Common Stock into a pro rata portion of the cash held in the Trust Account as “Redemption Rights.” If you wish to exercise your Redemption Rights, please see the answer to the next question, “— How do I exercise my Redemption Rights?

Notwithstanding the foregoing, a holder of NPA Class A Common Stock, together with any affiliate of such Public Stockholder or any other person with whom such Public Stockholder is acting in concert or as a “group” (as defined in Section 13 of the Exchange Act), will be restricted from redeeming its NPA Class A Common Stock with respect to more than an aggregate of 15% of the shares of NPA Class A Common Stock, without our prior consent. Accordingly, if a Public Stockholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the shares of the NPA Class A Common Stock, then any such shares in excess of that 15% limit would not be redeemed for cash, without our prior consent.

Pursuant to the Letter Agreement, our Sponsor and Initial Stockholders have agreed to waive their Redemption Rights with respect to their Founder Shares and public shares in connection with the completion of a business combination.

The consummation of the Business Combination is conditioned upon, among other things, approval by NPA’s stockholders of the Equity Purchase Agreement and the Business Combination. Unless waived, if any of these conditions are not satisfied, the Business Combination may not be consummated. Furthermore, in no event will we redeem our NPA Class A Common Stock in an amount that would cause our net tangible assets to be less than $5,000,001. See the section entitled “Proposal No. 1 — The Business Combination Proposal — The Equity Purchase Agreement.”

Q:     How do I exercise my Redemption Rights?

A:     Pursuant to the Existing Certificate of Incorporation, if a stockholder vote is required for the Business Combination to be consummated, NPA must offer to redeem for cash all or a portion of the shares of NPA Class A Common Stock held by a Public Stockholder. You will be entitled to receive cash for any shares of NPA Class A Common Stock to be redeemed only if you:

(i)     (a) hold shares of NPA Class A Common Stock, or (b) hold NPA Units and you elect to separate your NPA Units into the underlying shares of NPA Class A Common Stock and NPA Public Warrants prior to exercising your Redemption Rights with respect to the shares of NPA Class A Common Stock; and

(ii)    prior to             , New York time, on             , 2021 (two business days prior to the vote at the Special Meeting), (a) submit a written request to the Transfer Agent, that we redeem your shares of NPA Class A Common Stock for cash, and (b) deliver your shares of NPA Class A Common Stock to the Transfer Agent, physically or electronically through the Depository Trust Company (“DTC”).

Holders of NPA Units must elect to separate the underlying shares of NPA Class A Common Stock and NPA Public Warrants prior to exercising Redemption Rights with respect to the shares of NPA Class A Common Stock. If holders hold their NPA Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the NPA Units into the underlying shares of NPA Class A Common Stock and NPA Public Warrants, or if a holder holds NPA Units registered in its own name, the holder must contact the Transfer Agent directly and instruct it to do so. Public Stockholders may elect to redeem all or a portion of

20

Table of Contents

their shares of NPA Class A Common Stock even if they vote for the Business Combination Proposal. If the Business Combination is not consummated, the NPA Class A Common Stock will not be redeemed for cash. If the Business Combination is consummated and a Public Stockholder properly exercises its right to redeem its shares of NPA Class A Common Stock and timely delivers its shares to the Transfer Agent, we will redeem each share of NPA Class A Common Stock for a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account (net of taxes payable), divided by the number of then-outstanding shares of NPA Class A Common Stock. For illustrative purposes, as of September 30, 2020, this would have amounted to approximately $10.09 per public share. If a Public Stockholder exercises its Redemption Rights, then it will be exchanging its redeemed shares of NPA Class A Common Stock for cash and will no longer own such shares. Any request to redeem shares of NPA Class A Common Stock, once made, may be withdrawn at any time until the deadline for requesting to exercise Redemption Rights and thereafter, with our consent, until the Closing. Furthermore, if a holder of shares of NPA Class A Common Stock delivers its certificate in connection with an election of its redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that NPA instruct our Transfer Agent to return the certificate (physically or electronically). The holder can make such request by contacting the Transfer Agent, at the address or email address listed in this proxy statement. We will be required to honor such request only if made prior to the deadline for requesting to exercise Redemption Rights. See the section entitled “Special Meeting of the NPA Stockholders — Redemption Rights” in this proxy statement for a detailed description of the procedures to be followed if you wish to redeem your shares of NPA Class A Common Stock for cash.

Notwithstanding the foregoing, a Public Stockholder, together with any affiliate of such Public Stockholder or any other person with whom such Public Stockholder is acting in concert or as a “group” (as defined in Section 13 of the Exchange Act), will be restricted from redeeming its shares of NPA Class A Common Stock with respect to more than an aggregate of 15% of the shares of NPA Class A Common Stock, without our prior consent. Accordingly, if a Public Stockholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the shares of NPA Class A Common Stock, then any such shares in excess of that 15% limit would not be redeemed for cash, without our prior consent.

Q:     Will how I vote on the Business Combination Proposal affect my ability to exercise Redemption Rights?

A:     No. You may exercise your Redemption Rights irrespective of whether you vote for or against the Business Combination Proposal or any other proposal described by this proxy statement. As a result, the Equity Purchase Agreement can be approved by stockholders who will redeem their NPA Class A Common Stock and no longer remain stockholders, leaving stockholders who choose not to redeem their shares holding shares in a company with a less liquid trading market, fewer stockholders, less cash and the potential inability to meet the listing standards of Nasdaq.

Q:     Do I have appraisal rights in connection with the proposed Business Combination?

A:     No. Neither our stockholders nor our warrant holders have appraisal rights in connection with the Business Combination under the General Corporation Law of Delaware, as amended (the “DGCL”).

Q:     What do I need to do now?

A:     We urge you to read carefully and consider the information contained in this proxy statement, including the annexes, and consider how the Business Combination will affect you as an NPA stockholder or warrant holder. You should vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card.

Q:     How do I vote?

A:     The Special Meeting will be held via live webcast at             a.m., New York time, on             , 2021. The Special Meeting can be accessed by visiting             , where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the Special Meeting by means of remote communication.

21

Table of Contents

If you are a holder of record of shares of NPA Common Stock on the Record Date, you may vote at the Special Meeting or by submitting a proxy for the Special Meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the Special Meeting and vote, obtain a proxy from your broker, bank or nominee.

Q:     If my shares are held in “street name” by my bank, brokerage firm or nominee, will they automatically vote my shares for me?

A:     No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, this proxy statement may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent.

As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your shares will not be voted on that proposal. This is called a “broker non-vote.” Broker non-votes will have no effect on any of the proposals in this proxy statement, except that broker non-votes will have the same effect as a vote “AGAINST” the Charter Proposal.

For the proposals in this proxy statement, your broker will not have the discretionary authority to vote your shares. Accordingly, your bank, broker, or other nominee can vote your shares at the Special Meeting only if you provide instructions on how to vote. You should instruct your broker to vote your shares as soon as possible in accordance with directions you provide.

Q:     What happens if I sell my NPA Common Stock before the Special Meeting?

A:     The Record Date for the Special Meeting is earlier than the date of the Special Meeting and earlier than the date that the Business Combination is expected to be completed. If you transfer your shares of NPA Common Stock after the applicable Record Date, but before the Special Meeting, unless you grant a proxy to the transferee, you will retain your right to vote at the Special Meeting with respect to such shares, but the transferee, and not you, will have the ability to redeem such shares (if time permits).

Q:     Can I change my vote after I have mailed my proxy card?

A:     Yes. Stockholders may send a later-dated, signed proxy card to              at the address set forth below so that it is received by              prior to the vote at the Special Meeting (which is scheduled to take place             , 2021) or attend the Special Meeting in person (which would include presence at the virtual Special Meeting) and vote. Stockholders also may revoke their proxy by sending a notice of revocation to             , which must be received by              prior to the vote at the Special Meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.

Q:     What should I do with my stock certificates, warrant certificates and/or NPA Unit certificates?

A:     Stockholders who exercise their Redemption Rights must deliver their stock certificates to the Transfer Agent (either physically or electronically) prior to              AM, New York time, on             , 2021 (two business days prior to the vote at the Special Meeting).

Holders of NPA Warrants should not submit the certificates relating to their warrants. Public Stockholders who do not elect to have their shares of NPA Class A Common Stock redeemed for the pro rata share of the Trust Account should not submit the certificates relating to their shares of NPA Class A Common Stock.

22

Table of Contents

Upon effectiveness of the Business Combination, holders of NPA Units, NPA Common Stock and NPA Warrants will receive units, Class A Common Stock and SpaceMobile Warrants without needing to take any action and accordingly such holders should not submit the certificates relating to their units, common stock and warrants.

In addition, before the Closing, each outstanding NPA Unit (each of which consists of one share of NPA Class A Common Stock and one-half of one NPA Public Warrant) will be separated into its component share of NPA Class A Common Stock and NPA Public Warrant.

Q:     What are the material U.S. federal income tax consequences of exercising my Redemption Rights?

A:     The tax consequences of an exercise of Redemption Rights depends on your particular facts and circumstances. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Certain U.S. Federal Income Tax Considerations to Holders of NPA Class A Common Stock Exercising Redemption Rights.” We urge you to consult your tax advisors regarding the tax consequences of exercising your Redemption Rights.

Q:     Who can help answer my questions?

A:     If you have questions about the Proposals or if you need additional copies of this proxy statement or the enclosed proxy card you should contact NPA’s proxy solicitor at:

You may also obtain additional information about NPA from documents filed with the SEC by following the instructions in “Where You Can Find More Information.”

23

Table of Contents

Summary of the Proxy Statement

This summary highlights selected information from this proxy statement and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the Special Meeting, including the Business Combination, you should read this entire document carefully, including the Equity Purchase Agreement, attached as Annex A to this proxy statement. The Equity Purchase Agreement is the legal document that governs the Business Combination and the other transactions that will be undertaken in connection therewith. The Equity Purchase Agreement is also described in detail in this proxy statement in the section entitled “Proposal No. 1 — The Business Combination Proposal — The Equity Purchase Agreement.” This proxy statement also includes forward-looking statements that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements.”

The Parties to the Business Combination

New Providence Acquisition Corp.

NPA is a blank check company, incorporated in Delaware, formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses. Based on our business activities, NPA is a “shell company” as defined under the Exchange Act because we have no operations and nominal assets consisting almost entirely of cash.

NPA Class A Common Stock and NPA Public Warrants are currently listed on Nasdaq under the symbols “NPA” and “NPAWW,” respectively. Certain shares of NPA Class A Common Stock and NPA Public Warrants currently trade as NPA Units, which consist of one share of NPA Class A Common Stock and one-half of one redeemable warrant. The NPA Units will automatically separate into their component securities upon consummation of the Business Combination and, as a result, will no longer trade as an independent security. Upon consummation of the transactions contemplated by the Equity Purchase Agreement, we will change our name to “AST SpaceMobile, Inc.” We intend to apply to continue the listing of NPA Class A Common Stock as Class A Common Stock and NPA Public Warrants as SpaceMobile Public Warrants on Nasdaq under the symbols “ASTS” and “ASTSW,” respectively, upon Closing.

The mailing address of NPA’s principal executive office is 10900 Research Blvd, Ste 160C, PMB 1081, Austin, Texas 78759. Our telephone number is (561) 231-7070.

New Providence Acquisition Management, LLC

New Providence Acquisition Management LLC is a Delaware limited liability company, headquartered in Austin, Texas, that is the sponsor of NPA.

AST & Science LLC

AST is an innovative satellite designer and manufacturer, headquartered in Midland, Texas. AST operates from five locations that include its corporate headquarters and 85,000 square foot satellite assembly, integrating and testing facility in Midland, Texas, and development offices located in Maryland, Spain, and Israel. In addition, its 51% owned and controlled subsidiary, NanoAvionika (“Nano”), is located in Lithuania.

AST and its global partners are building the first and only space-based cellular broadband network to be accessible by standard smartphones. AST’s SpaceMobile Service is expected to provide cost-effective, high-speed mobile broadband services with global coverage to all end-users, regardless of where they live or work, without the need to purchase special equipment. AST believes the SpaceMobile Service would be the first global space-based cellular broadband network using LEO satellites to provide connectivity to any standard, unmodified, off-the-shelf mobile phone or 2G/3G/4G LTE/5G and IoT enabled device. AST intends to partner with mobile network operators (“MNOs”) to offer the SpaceMobile Service to the MNOs’ end-user customers. Users will not need to subscribe to the SpaceMobile Service directly with AST, nor will they need to purchase any new or additional equipment. Users will be able to access the SpaceMobile Service when prompted on their device that they are no longer within range of the land-based facilities of the MNO operator or will be able to purchase a plan directly with their existing mobile provider.

AST is a Delaware limited liability company and the mailing address of AST is Midland Intl. Air & Space Port, 2901 Enterprise Lane, Midland, Texas 79706.

24

Table of Contents

Existing Equityholders

The Existing Equityholders are the equityholders of AST as of immediately prior to the Closing of the transactions contemplated by the Equity Purchase Agreement. The Existing Equityholders include certain members of AST’s management team and other third-party investors in AST.

Summary of the Equity Purchase Agreement

On December 15, 2020, NPA, AST and, for certain limited purposes, the Existing Equityholders, Sponsor and the Existing Equityholder Representative entered into the Equity Purchase Agreement.

Pursuant to the Equity Purchase Agreement, following the closing of the Business Combination, SpaceMobile will be organized in an Up-C structure, in which substantially all of the operating assets of SpaceMobile will be held by AST, and SpaceMobile’s only assets will be its equity interests in AST. After the Closing, current NPA stockholders together with PIPE Investors are expected to own between approximately 19% and 29% of the equity interests in SpaceMobile. At the Closing, among other things:

•        NPA will (i) adopt the A&R Certificate of Incorporation, which will, among other things, (a) change its name to “AST SpaceMobile, Inc.”, (b) convert all then-outstanding shares of Sponsor Stock, excluding any Forfeited Sponsor Stock, into shares of Class A Common Stock, (ii) (a) issue to the Existing Equityholders (other than Abel Avellan) Class B Common Stock, which carries one vote per share but no economic right, and (b) issue to Abel Avellan Class C Common Stock, which carries 10 votes per share but no economic right and (iii) replace the Existing Bylaws by adopting the SpaceMobile Bylaws, a copy of which are attached to this proxy statement as Annex E;

•        The Existing Equityholders, NPA and AST will enter into the A&R Operating Agreement, a copy of which is attached hereto as Annex C, which, among other things, will (a) restructure AST’s capitalization to (i) issue to NPA the number of AST Common Units equal to the number of outstanding shares of Class A Common Stock immediately after giving effect to the Business Combination (taking into account any redemption of NPA Common Stock, the PIPE Investment or any Additional PIPE Investment and Forfeited Sponsor Stock (as described below)) (the “SpaceMobile Units”), (ii) reclassify the Existing AST Common Units, AST Series A Preferred Units, and AST Series B Preferred Units into AST Common Units, and (iii) maintain each outstanding AST Option granted pursuant to the AST Incentive Plan (whether vested or unvested) and (b) appoint SpaceMobile as the managing member of AST;

•        As consideration for the acquisition of the SpaceMobile Units, NPA will contribute Contribution Amount. Immediately after the contribution of the Contribution Amount, AST will pay the Transaction Expenses by wire transfer of immediately available funds on behalf of AST and NPA to those persons to whom such amounts are owed;

•        In addition, at the Closing of the Business Combination SpaceMobile, AST, the Existing Equityholders, and the TRA Holder Representative will enter into the Tax Receivable Agreement, a form of which is attached hereto as Annex G. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Tax Receivable Agreement,” for a discussion of the Tax Receivable Agreement and the section entitled “Risk Factors — Risks Relating to Tax” for certain specified risks related to the Tax Receivable Agreement.

•        If the amount in the Trust Account, and the amount raised in private transactions including any PIPE Investment or Additional PIPE Investment prior to the payment of any Transaction Expenses is less than $400,000,000, Sponsor and NPA will irrevocably terminate, forfeit and cancel, for no consideration and without further right, obligation or liability, a number of shares of Sponsor Stock (such terminated, forfeited and cancelled shares, the “Forfeited Sponsor Stock”) such that the total number of issued and outstanding Sponsor Stock immediately prior to the Closing equals 20% of the total number of shares of issued and outstanding NPA Common Stock as of immediately prior to the Closing; and

•        Without any action on the part of any holder of an NPA Warrant, each NPA Warrant that is issued and outstanding immediately prior to the Closing will become a SpaceMobile Warrant.

25

Table of Contents

The consummation of the Business Combination is subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including, without limitation: (i) the approval by NPA’s stockholders of the transactions contemplated by the Equity Purchase Agreement; (ii) the absence of a Company Material Adverse Effect since the effective date of the Equity Purchase Agreement; (iii) NPA having at least $5,000,001 in tangible net assets immediately prior to the Closing; (iv) NPA having no indebtedness; (v) NPA remaining listed on Nasdaq and (f) the cash proceeds from the Trust Account established for the purpose of holding the net proceeds of the IPO net of any amounts paid to NPA’s stockholders that exercise their Redemption Rights, plus the amounts raised in the PIPE Investment and any Additional PIPE Investment, equaling no less than $250,000,000 at the Closing.

The Equity Purchase Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing, including by written notice from AST or NPA to the other party if the Closing has not occurred by March 15, 2021 (the deadline for NPA to consummate the initial business combination) or if, upon NPA stockholders’ approval, such deadline is extended to the Outside Closing Date.

For additional information about the Equity Purchase Agreement and the Business Combination and other transactions contemplated thereby, see the section entitled “Proposal No. 1 — The Business Combination Proposal — The Equity Purchase Agreement.”

Related Agreements

Subscription Agreements

In connection with the execution of the Equity Purchase Agreement, on December 15, 2020, NPA entered into Subscription Agreements with the PIPE Investors pursuant to which, in connection with the Closing, such investors will purchase an aggregate of 23 million shares of Class A Common Stock at $10.00 per share for an aggregate purchase price of $230 million. Pursuant to the terms of the Subscription Agreements, the PIPE Investors have agreed to cooperate in good faith with NPA, AST and any governmental authority and take any and all actions required to satisfy applicable regulatory approvals and to consummate the Business Combination and the transactions contemplated by the Subscription Agreements. In addition, pursuant to the terms of the Subscription Agreements, the PIPE Investors have agreed to waive any claims they may have at the Closing or in the future, in or to any monies held in the Trust Account, subject to certain exceptions as specified therein. The Subscription Agreements will be terminated, and be of no further force and effect, upon the earlier to occur of (i) such date and time as the Equity Purchase Agreement is terminated in accordance with its terms, (ii) upon the mutual written agreement of NPA, AST and the applicable PIPE Investor, (iii) if any of the conditions to closing set forth in the Subscription Agreements that are not waived by the PIPE Investors are not satisfied, or are not capable of being satisfied, on or prior to the Closing and, as a result thereof, the transactions contemplated by the Subscription Agreements are not and will not be consummated at the Closing, or (iv) 11:59 p.m. New York time on the Outside Closing Date.

Tax Receivable Agreement

At the Closing of the Business Combination, SpaceMobile, AST, the Existing Equityholders and the TRA Holder Representative will enter into the Tax Receivable Agreement, a form of which is attached hereto as Annex G.

Pursuant to the Tax Receivable Agreement, SpaceMobile will generally be required to pay the TRA Holders 85% of the amount of savings, if any, in U.S. federal, state, local, and foreign taxes that are based on, or measured with respect to, net income or profits, and any interest related thereto that the Tax Group (i.e., SpaceMobile and applicable consolidated, unitary, or combined Subsidiaries) realizes, or is deemed to realize, as a result of certain tax attributes, including:

•        existing tax basis in certain assets of AST and certain of its direct or indirect Subsidiaries, including assets that will eventually be subject to depreciation or amortization, once placed in service, attributable to AST Common Units acquired by SpaceMobile from a TRA Holder (including AST Common Units held by a Blocker Corporation acquired by SpaceMobile in a Reorganization Transaction (as defined in the Tax Receivable Agreement)), each as determined at the time of the relevant acquisition;

•        tax basis adjustments resulting from taxable exchanges of AST Common Units (including any such adjustments resulting from certain payments made by SpaceMobile under the Tax Receivable Agreement) acquired by SpaceMobile from a TRA Holder pursuant to the terms of the A&R Operating Agreement;

26

Table of Contents

•        tax deductions in respect of portions of certain payments made under the Tax Receivable Agreement; and

•        certain tax attributes of Blocker Corporations holding AST Common Units that are acquired directly or indirectly by SpaceMobile pursuant to a Reorganization Transaction, (each of the foregoing, collectively, the “Tax Attributes”).

Under the Tax Receivable Agreement, the Tax Group will generally be treated as realizing a tax benefit from the use of a Tax Attribute on a “with and without” basis, thereby generally treating the Tax Attributes as the last item used, subject to several exceptions. Payments under the Tax Receivable Agreement generally will be based on the tax reporting positions that SpaceMobile determines (with the amount of subject payments determined in consultation with an advisory firm and subject to the TRA Holder Representative’s review and consent), and the IRS or another taxing authority may challenge all or any part of a position taken with respect to Tax Attributes or the utilization thereof, and a court may sustain such a challenge. In the event that any tax benefits initially claimed by the Tax Group are disallowed, the TRA Holders will not be required to reimburse SpaceMobile for any excess payments that may previously have been made pursuant to the Tax Receivable Agreement, for example, due to adjustments resulting from examinations by taxing authorities. Rather, any excess payments made to such TRA Holders will be applied against and reduce any future cash payments otherwise required to be made by SpaceMobile under the Tax Receivable Agreement, if any, after the determination of such excess. As a result, in certain circumstances SpaceMobile could be required to make payments under the Tax Receivable Agreement in excess of the Tax Group’s actual savings in respect of the Tax Attributes.

The Tax Receivable Agreement will provide that, in the event (such events collectively, “Early Termination Events”) that (i) SpaceMobile exercises its early termination rights under the Tax Receivable Agreement, (ii) certain changes of control of SpaceMobile or AST occur (as described in the A&R Operating Agreement) , (iii) SpaceMobile in certain circumstances, fails to make a payment required to be made pursuant to the Tax Receivable Agreement by its final payment date, which non-payment continues for 60 days following such final payment date or (iv) SpaceMobile materially breaches (or is deemed to materially breach) any of its material obligations under the Tax Receivable Agreement other than as described in the foregoing clause (iii) and, in the case of clauses (iii) and (iv), unless certain liquidity related or restrictive covenant related exceptions apply, SpaceMobile’s obligations under the Tax Receivable Agreement will accelerate (if the TRA Holder Representative so elects in the case of clauses (ii)-(iv)) and SpaceMobile will be required to make a lump-sum cash payment to all the TRA Holders equal to the present value of all forecasted future payments that would have otherwise been made under the Tax Receivable Agreement, which lump-sum payment would be based on certain assumptions, including those relating to there being sufficient future taxable income of the Tax Group to fully utilize the Tax Attributes over certain specified time periods and that all AST Common Units (including AST Common Units held by Blocker Corporations) that had not yet been exchanged for Class A Common Stock or cash are deemed exchanged for cash. The lump-sum payment could be material and could materially exceed any actual tax benefits that the Tax Group realizes subsequent to such payment.

As a result of the foregoing, in some circumstances (i) SpaceMobile could be required to make payments under the Tax Receivable Agreement that are greater than or less than the actual tax savings that the Tax Group realizes in respect of the Tax Attributes and (ii) it is possible that SpaceMobile may be required to make payments years in advance of the actual realization of tax benefits (if any, and may never actually realize the benefits paid for) in respect of the Tax Attributes (including if any Early Termination Events occur).

Please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Tax Receivable Agreement,” for a discussion of the Tax Receivable Agreement and the section entitled “Risk Factors — Risks Relating to Tax” for certain specified risks related to the Tax Receivable Agreement.

Stockholders’ Agreement

At Closing, SpaceMobile, the AST Equityholders and Sponsor will enter into the Stockholders’ Agreement a form of which is attached hereto as Annex I.

Pursuant to the Stockholders’ Agreement, among other things, the AST Equityholders will vote all securities of SpaceMobile that may be voted in the election of SpaceMobile’s directors held by such AST Equityholders in accordance with the provisions of the Stockholders’ Agreement, and the Stockholder Parties will agree to take all necessary action to cause Avellan to be the chairperson of the SpaceMobile Board until the Sunset Date. In addition, the Stockholder Parties will agree that, until such date as the Stockholder Parties collectively control less than 50% of the total voting power of SpaceMobile, the Stockholder Parties will take all necessary action to cause SpaceMobile and the SpaceMobile Board to maintain the Redemption Election Committee of the SpaceMobile Board and its delegated powers.

27

Table of Contents

The SpaceMobile Board will initially consist of 13 directors, with two director seats initially being vacant. The equityholders of SpaceMobile will have the right to nominate directors as follows: (i) the Key Holders may nominate seven members of the SpaceMobile Board, which amount includes the two initial vacancies for which Avellan will have the right, pursuant to the Stockholders’ Agreement, to designate directors for appointment to such vacancies at any time, (ii) Invesat, Vodafone, Sponsor and American Tower each may nominate one member of the SpaceMobile Board, and (iii) Rakuten may nominate two members of the SpaceMobile Board. The AST Equityholders will agree to vote for each of the foregoing nominees.

Avellan’s right to nominate directors will decrease in proportion to the Key Holders’ ownership interests in the aggregate outstanding voting power of SpaceMobile, such that if the Key Holders, at any point after the Closing Date: (i) own less than 50% of the aggregate outstanding voting power of SpaceMobile, the Key Holders may only nominate five members of the SpaceMobile Board, (ii) own less than 40% of the aggregate outstanding voting power of SpaceMobile, the Key Holders may only nominate three members of the SpaceMobile Board, (iii) own less than 30% of the aggregate outstanding voting power of SpaceMobile, the Key Holders may only nominate two members of the SpaceMobile Board, (iv) own less than 20% of the aggregate outstanding voting power of SpaceMobile, the Key Holders may only nominate one member of the SpaceMobile Board, and (v) own less than 5% of the aggregate outstanding voting power of SpaceMobile, the Key Holders will no longer be entitled to nominate any members of the SpaceMobile Board. If the size of the SpaceMobile Board is increased or decreased, the number of members that the Key Holders may designate will increase or decrease proportionately to the size of the SpaceMobile Board.

Invesat’s nomination right will terminate if it (together with its permitted transferees) ceases to hold at least 5% of the outstanding Class A Common Stock of SpaceMobile (assuming exchange of all AST Common Units for shares of Class A Common Stock). Vodafone’s nomination right will terminate if it (together with its permitted transferees) ceases to beneficially own either (a) at least 5% of the outstanding Class A Common Stock of SpaceMobile or (b) at least 50% of the Class A Common Stock held by it immediately after the Closing (assuming exchange of all AST Common Units for shares Class A Common Stock). Sponsor’s nomination right will terminate at the second annual meeting of the stockholders of SpaceMobile following the Closing. American Tower’s nomination right will terminate if it (together with its permitted transferees) ceases to hold at least 50% of the Class A Common Stock held by it immediately after the Closing (assuming exchange of all AST Common Units for shares Class A Common Stock). Rakuten’s nomination right with respect to its first designee will terminate if it (together with its permitted transferees) ceases to hold either (i) at least 5% of the outstanding Class A Common Stock of SpaceMobile or (ii) at least 50% of the Class A Common Stock held by it immediately after the Closing (assuming exchange of all AST Common Units for shares Class A Common Stock), and Rakuten’s nomination right with respect to its second designee will terminate if it (together with its permitted transferees) ceases to hold at least 10% of the outstanding Class A Common Stock of SpaceMobile (assuming exchange of all AST Common Units for shares Class A Common Stock).

Without the consent of the Key Holders, SpaceMobile may not change the size of the SpaceMobile Board, establish any committee of the SpaceMobile Board, change the composition or powers of any committees of the SpaceMobile Board (subject to certain exceptions), engage any professional advisers or materially change the nature or scope of SpaceMobile’s business or enter into or abandon a line of business.

Each Stockholder Party also agreed to a one-year lock-up period with respect to the SpaceMobile common stock following the Closing. However, prior to the expiration of the lock-up period, Sponsor is permitted to transfer up to one-third of its shares of Class A Common Stock if the stock price equals or exceeds $12.00 for any 20 trading days within any 30 trading-day period commencing at least 150 days after the closing.

The Stockholders’ Agreement also contains certain provisions intended to maintain, following the Closing, SpaceMobile’s qualification as a “controlled company.” Please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Stockholders’ Agreement,” for further discussion of the Stockholders’ Agreement.

Sponsor Voting Agreement

At the Closing, Sponsor and SpaceMobile will enter into the Sponsor Voting Agreement, whereby the Sponsor will agree to vote all securities of SpaceMobile owned by it eligible to vote in the election of SpaceMobile’s directors in any election of SpaceMobile’s directors in such manner as may be necessary to elect and/or maintain in office as members of the SpaceMobile Board those individuals designated by the AST Equityholders and the Sponsor pursuant

28

Table of Contents

to the Stockholders’ Agreement and to otherwise effect the intent of the provisions of the Stockholders’ Agreement. The Sponsor Voting Agreement will terminate on the first date in which Sponsor no longer has the right to designate a director to the SpaceMobile Board.

Registration Rights Agreement

At the Closing, the Existing Equityholders, Sponsor and NPA (collectively, the “Holders”) will enter into the Registration Rights Agreement pursuant to which SpaceMobile will grant the Holders certain registration rights with respect to the registrable securities of SpaceMobile. Among other things, the Registration Rights Agreement will require SpaceMobile to register the shares of Class A Common Stock being issued in connection with the Business Combination and any shares of Class A Common Stock issued upon the redemption of any AST Common Units. The Holders will be entitled to (i) make a written demand for registration under the Securities Act of all or part of their shares of Class A Common Stock (up to a maximum of two demands in any 12-month period) and not more than five times in the aggregate and only if the offering will include registrable securities with a total offering price reasonably expected to exceed, in the aggregate, $50 million, and (ii) “piggy-back” registration rights to registration statements filed following the Business Combination. NPA will bear all of the expenses incurred in connection with the filing of any such registration statement.

2020 Incentive Award Plan

Prior to the Closing, our Board will approve the 2020 Plan, subject to receipt of stockholder approval. The 2020 Plan will become effective as of the date it is adopted by the Board, subject to approval from the NPA stockholders. The purpose of the 2020 Plan is to promote the success and enhance the value of SpaceMobile and AST by attracting, retaining and motivating selected employees, consultants and directors of SpaceMobile and AST through the granting of stock-based compensation awards, including without limitation, non-qualified stock options, incentive stock options, stock appreciation rights, or SARs, restricted stock awards, restricted stock unit awards, incentive unit awards other stock or cash based awards and dividend equivalent awards.

2020 ESPP

Prior to the Closing, our Board will approve the ESPP, subject to receipt of stockholder approval. The ESPP will become effective immediately prior to the Business Combination, subject to approval from the Board and NPA stockholders. The purpose of the ESPP is to assist our eligible employees in acquiring a stock ownership interest in SpaceMobile and to help our eligible employees provide for their future security and to encourage them to remain in our employment.

A&R Certificate of Incorporation and SpaceMobile Bylaws

Prior to the Closing, NPA will amend and restate (i) subject to receipt of stockholder approval, the Existing Certificate of Incorporation of NPA by adopting the A&R Certificate of Incorporation and (ii) the SpaceMobile Bylaws. The Existing Certificate of Incorporation will be amended to (i) change the name of NPA to AST SpaceMobile, Inc., (ii) convert all then-outstanding shares of NPA Class B Common Stock held by Sponsor (the “Sponsor Stock”), excluding any Forfeited Sponsor Stock into shares of Class A Common Stock and (iii) authorize the issuance of Class B Common Stock and Class C Common Stock (as more fully described herein).

A&R Operating Agreement of AST

At the Closing, AST, SpaceMobile (as the managing member of AST) and the members of AST, will enter into the A&R Operating Agreement, a copy of which is attached hereto as Annex C. The A&R Operating Agreement will, among other things, (i) restructure the capitalization of AST to (a) authorize the issuance of AST Common Units to SpaceMobile, (b) reclassify the Existing AST Units, including the AST Series A Preferred Units, AST Series B Preferred Units, and the Existing AST Incentive Units, but excluding the Existing AST Prior Incentive Equity Units, held by the Existing Equityholders into AST Common Units, and (c) reclassify all of the Existing AST Prior Incentive Equity Units into AST Incentive Equity Units, concurrently with and subject to adjustments to the AST Options affecting the number of units and exercise price (as applicable) thereof, (ii) appoint SpaceMobile as the managing member of AST.

29

Table of Contents

Management of AST

The business and affairs of AST will be managed by and under the direction of SpaceMobile. SpaceMobile will have full, exclusive discretion to manage and control the business and affairs of AST. No member of AST, other than SpaceMobile will take part in the day-to-day management and operation of AST.

Restrictions on Transfers

To the fullest extent permitted by law, the members of AST are restricted from transferring all or any part of such member’s ownership interests in AST without the prior written consent of SpaceMobile, which consent may be given or withheld in SpaceMobile’s sole discretion. However, members of AST may transfer their shares to certain permitted persons.

Conversion, Transferability and Exchange.

Subject to the terms of the A&R Operating Agreement, members of AST may from time to time cause AST to redeem any or all of their AST Common Units in exchange for, at SpaceMobile’s election (subject to certain exceptions), either cash (based on the market price for a share of Class A Common Stock at the time of redemption) or an equal number of shares of Class A Common Stock; provided that SpaceMobile’s election to redeem such AST Common Units for cash or an equal number of shares of Class A Common Stock must be approved by a committee of the SpaceMobile Board comprised solely of directors who were not nominated pursuant to the Stockholders’ Agreement or other contractual right by, and are not otherwise affiliated with, any holder of Class B Common Stock or Class C Common Stock. At SpaceMobile’s election, such transaction may also be effectuated via a direct exchange of Class A Common Stock or cash by SpaceMobile for the redeemed AST Common Units. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — A&R Operating Agreement of AST,” for further discussion of the A&R Operating Agreement.

Equity Ownership and Voting Power Upon Closing

As of the date of this proxy statement, there are 28,750,000 shares of NPA Common Stock outstanding, comprised of 23,000,000 shares of NPA Class A Common Stock held by Public Stockholders and 5,750,000 shares of NPA Class B Common stock held by the Initial Stockholders. In connection with the Closing, (i) each then-outstanding share of Class B Common Stock, excluding any Forfeited Sponsor Stock, will automatically convert into a share of Class A Common Stock on a one-for-one basis and (ii) the PIPE Investors will acquire 23 million shares of Class A Common Stock.

We anticipate that, upon completion of the Business Combination, the voting interests in SpaceMobile will be as set forth in the table below.

 

Assuming
No
Redemptions
(1)

 

Assuming
Maximum
Redemptions
(2)

NPA’s Public Stockholders

 

2.6

%

 

0.7

%

Initial Stockholders

 

0.6

%

 

0.2

%

PIPE Investors

 

2.6

%

 

2.7

%

Existing Equityholders (including Abel Avellan)

 

94.2

%

 

96.4

%

Total

 

100.0

%

 

100.0

%

     

 

   

 

____________

(1)      Assumes that (i) none of the holders of NPA Class A Common Stock exercise their Redemption Rights, (ii) the parties to the Equity Purchase Agreement incur $40 million in Transaction Expenses, (iii) there is no Forfeited Sponsor Stock, (iv) none of the parties to the Equity Purchase Agreement purchase shares of NPA Class A Common Stock on the open market, and (v) there are no other issuances of equity interests of NPA prior to or in connection with the Closing.

(2)      Assumes that (i) stockholders holding 17.1 million of NPA Class A Common Stock exercise their Redemption Rights, (ii) the parties to the Equity Purchase Agreement incur $40 million in Transaction Expenses, (iii) the Sponsors forfeit 4.3 million shares of Forfeited Sponsor Stock, (iv) none of the parties to the Equity Purchase Agreement purchase shares of NPA Class A Common Stock on the open market and (v) there are no other issuances of equity interests of NPA prior to or in connection with the Closing.

30

Table of Contents

Organizational Structure

The following diagram illustrates the ownership of NPA prior to the Closing:

The following diagram illustrates the ownership of SpaceMobile immediately following the Closing.

The no redemption scenario assumes that (i) none of the holders of NPA Class A Common Stock exercise their Redemption Rights, (ii) the parties to the Equity Purchase Agreement incur $40 million of Transaction Expenses, (iii) there are no Forfeited Sponsor Stock, (iv) none of the parties set forth above purchase shares of Class A Common Stock in the open market, and (v) there are no other issuances of equity interests of NPA prior to or in connection with the Closing.

The maximum redemption scenario assumes that that (i) the holders of 17.1 million shares of NPA Class A Common Stock exercise their Redemption Rights, (ii) the parties to the Equity Purchase Agreement incur $40 million of Transaction Expenses, (iii) per the Equity Purchase Agreement, the Initial Stockholders forfeit (on a pro rata basis) 4.3 million shares of Forfeited Sponsor Stock in the aggregate because the available cash as of the Closing Date does not exceed $250,000,000, (iv) none of the parties set forth above purchase any NPA Class A Common Stock in the open market, and (v) there are no other issuances of equity interests of NPA prior to or in connection with the Closing.

31

Table of Contents

We calculated the equity interests shown in the diagram based on the amounts set forth in the sources and uses table on pages 41 and 110 of this proxy statement and they represent the scenarios where there is no redemption of NPA Class A Common Stock and the maximum redemption of NPA Class A Common Stock, respectively.

Proposals to be put to the Special Meeting

The following is a summary of the proposals to be put to the Special Meeting.

The Business Combination Proposal

At the Closing, we will (i) amend and restate our Existing Certificate of Incorporation to, among other things, (a) change the name of NPA to AST SpaceMobile, Inc., (b) convert all then-outstanding shares of Sponsor Stock, excluding any Forfeited Sponsor Stock into shares of Class A Common Stock and (c) authorize the issuance of Class B Common Stock and Class C Common Stock and (ii) replace the Existing Bylaws, by adopting the SpaceMobile Bylaws.

The Equity Purchase Agreement also states that at the Closing, the Existing Equityholders, SpaceMobile and AST will enter into the A&R Operating Agreement which, among other things, will (i) restructure the capitalization of AST to (a) authorize the issuance of AST Common Units to SpaceMobile, (b) reclassify the Existing AST Units held

32

Table of Contents

by the Existing Equityholders into AST Common Units, other than any Existing AST Prior Incentive Equity Units, and (c) reclassify all of the Existing AST Prior Incentive Equity Units into AST Incentive Equity Units, concurrently with and subject to adjustments to the AST Options affecting the number of units and exercise price (as applicable) thereof, and (ii) appoint SpaceMobile as the managing member of AST. Pursuant to the Equity Purchase Agreement, at Closing, each Existing AST Unit held by each Existing Equityholder will automatically be reclassified into the number of AST Common Units set forth in Schedule I of the Equity Purchase Agreement. Following this reclassification, any certificates outstanding evidencing ownership of Existing AST Units will be of no further force or effect.

Following the Closing, we will be organized as an Up-C structure, in which substantially all of the operating assets of SpaceMobile will be held by AST, and SpaceMobile’s only assets will be its equity interests in AST. Current NPA stockholders together with PIPE Investors are expected to own between approximately 19% and 29% of the equity interests in SpaceMobile.

After consideration of the factors identified and discussed in the section entitled “Proposal No. 1 — The Business Combination Proposal — The Equity Purchase Agreement — The Board’s Reasons for Approving the Business Combination,” the Board concluded that the Business Combination met all of the requirements disclosed in the prospectus for our IPO, including that the business of NPA had a fair market value of at least 80% of the balance of the funds in the Trust Account at the time of execution of the Equity Purchase Agreement.

If any proposal is not approved by NPA’s stockholders at the Special Meeting, the Board may submit the Adjournment Proposal for a vote.

For additional information, see “Proposal No. 1 — The Business Combination Proposal” section of this proxy statement.

The Nasdaq Proposal

Assuming the Business Combination Proposal is approved, our stockholders are also being asked to approve the Nasdaq Proposal.

NPA may issue 20% or more of our outstanding common stock or 20% or more of the voting power, in each case outstanding before the issuance, in connection with the Business Combination. The Nasdaq Proposal is a proposal to approve, assuming the Business Combination Proposal and the Charter Proposal are approved and adopted, for the purposes of complying with the applicable listing rules of Nasdaq, (i) the issuance of more than 20% of our issued and outstanding common stock (i) pursuant to the terms of the Equity Purchase Agreement, and (ii) the issuance of Class A Common Stock in connection with Subscription Agreements entered into in connection with the Business Combination, in each case, that may result in AST or any other investor owning more than 20% of our outstanding common stock, or more than 20% of the voting power, which could constitute a “change of control” under Nasdaq rules.

For additional information, see “Proposal No. 2 — The Nasdaq Proposal” section of this proxy statement

The Charter and Governance Proposals

If the Business Combination Proposal and the Nasdaq Proposal are approved and the Business Combination is to be consummated, prior to the Closing, NPA will amend and restate the Existing Certificate of Incorporation with the A&R Certificate of Incorporation under the DGCL to:

•        increase the total number of authorized shares and classes of stock to 1,225,000,000 shares consisting of (i) 100,000,000 shares of preferred stock, par value $0.0001 per share, (ii) 800,000,000 shares of Class A Common Stock, par value $0.0001 per share, (iii) 200,000,000 shares of Class B Common Stock, par value $0.0001 per share, and (iv) 125,000,000 shares of Class C Common Stock, par value $0.0001 per share;

•        provide for certain additional changes, including among other things, (i) changing the post-Business Combination corporate name from “New Providence Acquisition Corp.” to “AST SpaceMobile, Inc.,” (ii) making SpaceMobile’s corporate existence perpetual,(iii) removing certain provisions related to our status as a blank check company that will no longer apply upon the consummation of the Business Combination, and (iv) removing the provision requiring the Delaware Court of Chancery to serve as the exclusive forum for stockholders to bring certain lawsuits from the A&R Certificate of Incorporation (although a similar provision will be included in the SpaceMobile Bylaws);

33

Table of Contents

•        provide that the number of authorized shares of any class or classes of stock may be increased or decreased by the affirmative vote of the holders of a majority of the total voting power of the outstanding shares of capital stock entitled to vote thereon, voting together as a single class;

•        provide that the number of directors of SpaceMobile will be not less than five and not more than 19, with the then-authorized number of directors being fixed from time to time by the SpaceMobile Board within such range, which number shall initially be 13;

•        to provide that the stockholders of SpaceMobile will not be allowed to effect any action by written consent.

•        to provide that the SpaceMobile Bylaws may only be amended by the affirmative vote of the holders of at least 75% of the voting power of all the then-outstanding shares of voting stock of SpaceMobile with the power to vote generally in an election of Directors, voting together as a single class; and

•        to provide that each share of Class A Common Stock and each share of Class B Common Stock will entitle the holder thereof to one vote on all matters on which stockholders are generally entitled to vote, and each share of Class C Common Stock will, (i) prior to the Sunset Date, entitle the holder thereof to cast a number of votes on all matters on which stockholders generally are entitled to vote equal to the lesser of (x) 10 votes and (y) the Class C Share Voting Amount and (ii) from and after the Sunset Date, entitle the holder thereof to cast one vote.

The A&R Certificate of Incorporation differs in material respects from the Existing Certificate of Incorporation and we urge stockholders to carefully consult the information set out in the Section “Proposal No. 3 — The Charter and Governance Proposals” and the full text of the A&R Certificate of Incorporation, attached hereto as Annex B.

The Charter Proposal is conditioned on the approval of the Business Combination Proposal and the Nasdaq Proposal. Therefore, if either of the Business Combination Proposal or the Nasdaq Proposal is not approved, the Charter Proposal will have no effect, even if approved by our Public Stockholders. The Governance Proposals are not conditioned on the approval of any other proposal set forth in this proxy statement.

The Director Election Proposal

Assuming the Business Combination Proposal, the Nasdaq Proposal and the Charter Proposal are approved, the Board has nominated 11 directors to serve terms on the SpaceMobile Board. Holders of NPA Class B Common Stock are being asked to elect these directors to serve until their respective successors are duly elected and qualified pursuant to the terms of the A&R Certificate of Incorporation.

For additional information, see “Proposal No. 4 — The Director Election Proposal” section of this proxy statement.

The Incentive Plan Proposal

Assuming the Business Combination Proposal, the Charter Proposal and the Nasdaq Proposal are approved, our stockholders are also being asked to approve the Incentive Plan Proposal. We expect that, prior to the consummation of the Business Combination, our Board will approve and adopt the 2020 Plan. Our stockholders should carefully read the entire 2020 Plan, a copy of which is attached to this proxy statement as Annex D, before voting on this proposal.

For additional information, see “Proposal No. 5 — The Incentive Plan Proposal” section of this proxy statement.

The ESPP Proposal

Assuming the Business Combination Proposal, the Charter Proposal and the Nasdaq Proposal are approved, our stockholders are also being asked to approve the ESPP Proposal. We expect that, prior to the consummation of the Business Combination, our Board will approve and adopt the ESPP. Our stockholders should carefully read the entire ESPP, a copy of which is attached to this proxy statement as Annex E, before voting on this proposal.

For additional information, see “Proposal No. 6 — The ESPP Proposal” section of this proxy statement.

34

Table of Contents

The Adjournment Proposal

The Adjournment Proposal allows the Board to submit a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the proposals.

For additional information, see “Proposal No. 7 — The Adjournment Proposal” section of this proxy statement.

Date, Time and Place of Special meeting of NPA’s Stockholders

The Special Meeting will be held via live webcast at             , New York time, on             , 2021, to consider and vote upon the proposals to be put to the Special Meeting, including if necessary, the Adjournment Proposal. The Special Meeting can be accessed by visiting             , where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the Special Meeting by means of remote communication. Please have your control number, which can be found on your proxy card, to join the Special Meeting. If you do not have a control number, please contact the Transfer Agent.

Registering for the Special Meeting

Pre-registration at              is recommended but is not required in order to attend.

Any stockholder wishing to attend the virtual meeting should register for the meeting by         , 2021. To register for the Special Meeting, please follow these instructions as applicable to the nature of your ownership of NPA Common Stock:

•        If your shares are registered in your name with              and you wish to attend the online-only Special Meeting, go to             , enter the 12-digit control number included on your proxy card or notice of the meeting and click on the “Click here to preregister for the online meeting” link at the top of the page. Just prior to the start of the meeting you will need to log back into the meeting site using your control number. Pre-registration is recommended but is not required in order to attend.

•        Beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) who wish to attend the virtual meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and e-mail a copy (a legible photograph is sufficient) of their legal proxy to             .

Voting Power; Record Date

Stockholders will be entitled to vote or direct votes to be cast at the Special Meeting if they owned shares of NPA Common Stock at the close of business on             , 2021, which is the Record Date for the Special Meeting. Stockholders will have one vote for each share of NPA Common Stock owned at the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. NPA Warrants do not have voting rights. On the record date, there were 28,750,000 shares of NPA Common Stock outstanding, of which 23,000,000 were shares of NPA Class A Common Stock, with the rest being held by our Initial Stockholders.

Quorum and Vote of Stockholders

A quorum of our stockholders is necessary to hold a valid meeting. The presence, in person (which includes presence virtually at the Special Meeting) or by proxy of shares of outstanding capital stock of NPA representing a majority of the voting power of all outstanding shares of capital stock of NPA entitled to vote at the Special Meeting will constitute a quorum. In the absence of a quorum, the chairperson of the Special Meeting has the power to adjourn the Special Meeting. As of the Record Date              shares of NPA Common Stock would be required to achieve a quorum.

Our Initial Stockholders will count toward this quorum and pursuant to the Letter Agreement, the Initial Stockholders, our Sponsor, officers and directors have agreed to vote their Founder Shares and any public shares purchased during or after our IPO in favor of the Business Combination. As of the date hereof, our Initial Stockholders own approximately 20% of our total outstanding common shares.

35

Table of Contents

The following votes are required for each proposal at the Special Meeting:

•        The Business Combination Proposal:    The approval of the Business Combination Proposal requires the affirmative vote of a majority of the votes cast by holders of shares of NPA Common Stock present in person (which includes presence virtually at the Special Meeting) or by proxy at the Special Meeting and entitled to vote thereon, voting as a single class.

•        The Nasdaq Proposal:    The approval of the Nasdaq Proposal requires the affirmative vote of a majority of the votes cast by holders of shares of NPA Common Stock present in person (which includes presence virtually at the Special Meeting) or by proxy at the Special Meeting and entitled to vote thereon, voting as a single class.

•        The Charter and Governance Proposals:    Approval of the Charter Proposal requires the affirmative vote of holders of a majority of the outstanding shares of NPA Class A Common Stock, voting separately as a single class, and the affirmative vote of the holders of a majority of the outstanding shares of NPA Class B Common Stock, voting separately as a single class, entitled to vote thereon at the Special Meeting. Approval of the Governance Proposals requires the affirmative vote of a majority of the votes cast by holders of shares of NPA Common Stock present in person (which includes presence virtually at the Special Meeting) or by proxy at the Special Meeting and entitled to vote thereon, voting as a single class.

•        The Director Election Proposal:    The election of the director nominees pursuant to the Director Election Proposal requires the affirmative vote of a plurality of the outstanding shares of NPA Class B Common Stock cast by NPA’s stockholders present in person or by proxy at the virtual Special Meeting and entitled to vote thereon. Holders of NPA Class A Common Stock have no right to vote on the election, removal or replacement of any director.

•        The Incentive Plan Proposal:    The approval of the Incentive Plan Proposal requires the affirmative vote of a majority of the votes cast by holders of shares of NPA Common Stock present in person (which includes presence virtually at the Special Meeting) or by proxy at the Special Meeting and entitled to vote thereon, voting as a single class.

•        The ESPP Proposal:    The approval of the ESPP Proposal requires the affirmative vote of a majority of the votes cast by holders of shares of NPA Common Stock present in person (which includes presence virtually at the Special Meeting) or by proxy at the Special Meeting and entitled to vote thereon, voting as a single class

•        The Adjournment Proposal:    The approval of the Business Combination Proposal requires the affirmative vote of a majority of the votes cast by holders of shares of NPA Common Stock present in person (which includes presence virtually at the Special Meeting) or by proxy at the Special Meeting and entitled to vote thereon, voting as a single class.

With respect to each proposal in this proxy statement (other than the Director Election Proposal), you may vote “FOR,” “AGAINST” or “ABSTAIN.” With respect to the Director Election Proposal, holders of NPA Class B Common Stock may vote “FOR” or “WITHHOLD” with respect to each nominee.

If a stockholder fails to return a proxy card or fails to instruct a broker or other nominee how to vote, and does not attend the Special Meeting in person, then the stockholder’s shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting. If a valid quorum is established, any such failure to vote or to provide voting instructions will have the same effect as a vote “AGAINST” the Charter Proposal, but will have no effect on the outcome of any other proposal in this proxy statement.

Abstentions and “WITHHOLD” votes will be counted in connection with the determination of whether a valid quorum is established but their effect on the proposals in this proxy statement differ as follows:

•        An abstention will have no effect on the Business Combination Proposal, the Nasdaq Proposal or the Governance Proposals, and for the Director Election Proposal, a “WITHHOLD” vote will have the same effect as an abstention and will not count as a vote “FOR” or “AGAINST” a director because directors are elected by plurality voting.

36

Table of Contents

•        In contrast, an abstention will have the same effect as a vote “AGAINST” the Charter Proposal. In the event that the Required NPA Stockholder Approval is not received before March 15, 2021, NPA has agreed that it will, as promptly as practicable, prepare and file with the SEC a proxy statement pursuant to which it will seek approval from its stockholders to amend the NPA organizational documents and the Trust Agreement to extend the time period to consummate NPA’s initial business combination from March 15, 2021 to the date that is 90 days after the six month anniversary after the effective date of the Equity Purchase Agreement (an “Extension Proxy Statement”). NPA and AST have agreed to cooperate and provide information to complete the Extension Proxy Statement and keep each other informed of the status thereof and any communications related thereto from the SEC.

Redemption Rights

Pursuant to the Existing Certificate of Incorporation, a Public Stockholder may request that NPA redeem all or a portion of such Public Stockholder’s shares of NPA Class A Common Stock for cash if the Business Combination is consummated. You will be entitled to receive cash for any shares of NPA Class A Common Stock to be redeemed only if you:

(i)     (a) hold shares of NPA Class A Common Stock, or (b) hold NPA Units and you elect to separate your NPA Units into the underlying shares of NPA Class A Common Stock and NPA Public Warrants prior to exercising your Redemption Rights with respect to the shares of NPA Class A Common Stock; and

(ii)    prior to             , New York time, on             , 2021 (two business days prior to the vote at the Special Meeting), (a) submit a written request to the Transfer Agent, that we redeem your shares of NPA Class A Common Stock for cash, and (b) deliver your shares of NPA Class A Common Stock to the Transfer Agent, physically or electronically through DTC.

Holders of NPA Units must elect to separate the underlying shares of NPA Class A Common Stock and NPA Public Warrants prior to exercising Redemption Rights with respect to the shares of NPA Class A Common Stock. If holders hold their NPA Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the NPA Units into the underlying shares of NPA Class A Common Stock and NPA Public Warrants, or if a holder holds NPA Units registered in its own name, the holder must contact the Transfer Agent directly and instruct it to do so. Public Stockholders may elect to redeem all or a portion of their shares of NPA Class A Common Stock even if they vote for the Business Combination Proposal. If the Business Combination is not consummated, the NPA Class A Common Stock will not be redeemed for cash. If the Business Combination is consummated and a Public Stockholder properly exercises its right to redeem its shares of NPA Class A Common Stock and timely delivers its shares to the Transfer Agent, we will redeem each share of NPA Class A Common Stock for a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account (net of taxes payable), divided by the number of then-outstanding shares of NPA Class A Common Stock. For illustrative purposes, as of September 30, 2020, this would have amounted to approximately $10.09 per public share. If a Public Stockholder exercises its Redemption Rights, then it will be exchanging its redeemed shares of NPA Class A Common Stock for cash and will no longer own such shares. Any request to redeem shares of NPA Class A Common Stock, once made, may be withdrawn at any time until the deadline for requesting to exercise Redemption Rights and thereafter, with our consent, until the Closing. Furthermore, if a holder of shares of NPA Class A Common Stock delivers its certificate in connection with an election of its redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that NPA instruct our Transfer Agent to return the certificate (physically or electronically). The holder can make such request by contacting the Transfer Agent, at the address or email address listed in this proxy statement. We will be required to honor such request only if made prior to the deadline for requesting to exercise Redemption Rights. See “Special Meeting of the NPA Stockholders — Redemption Rights” in this proxy statement for a detailed description of the procedures to be followed if you wish to redeem your shares of NPA Class A Common Stock for cash.

37

Table of Contents

Notwithstanding the foregoing, a Public Stockholder, together with any affiliate of such Public Stockholder or any other person with whom such Public Stockholder is acting in concert or as a “group” (as defined in Section 13 of the Exchange Act), will be restricted from redeeming its shares of NPA Class A Common Stock with respect to more than an aggregate of 15% of the shares of NPA Class A Common Stock, without our prior consent. Accordingly, if a Public Stockholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the shares of NPA Class A Common Stock, then any such shares in excess of that 15% limit would not be redeemed for cash, without our prior consent.

In order for Public Stockholders to exercise their Redemption Rights in respect of the Business Combination Proposal, Public Stockholders must properly exercise their Redemption Rights no later than the close of the vote on the Business Combination Proposal and deliver their shares of NPA Class A Common Stock (either physically or electronically) to the Transfer Agent prior to             , New York time, on             , 2021 (two business days prior to the vote at the Special Meeting). Immediately following the consummation of the Business Combination, NPA will satisfy the exercise of Redemption Rights by redeeming the shares of NPA Class A Common Stock issued to the Public Stockholders that validly exercised their Redemption Rights.

Holders of NPA Warrants will not have Redemption Rights with respect to the warrants.

Appraisal Rights

Neither our stockholders nor our warrant holders have appraisal rights in connection with the Business Combination under the DGCL.

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. NPA has engaged           to assist in the solicitation of proxies.

If a stockholder grants a proxy, it may still vote its shares in person (which would include presence at the virtual Special Meeting) if it revokes its proxy before the Special Meeting. A stockholder also may change its vote by submitting a later-dated proxy as described in the section entitled “Special Meeting of the NPA Stockholders — Revoking Your Proxy.”

Interests of Certain Persons in the Business Combination

In considering the recommendation of our Board to vote in favor of the Business Combination, stockholders should be aware that, aside from their interests as stockholders, our Sponsor and our directors and officers and the Existing Equityholders have interests in the Business Combination that are different from, or in addition to, those of our other stockholders generally. Our directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to our stockholders that they approve the Business Combination. Stockholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

•        the fact that our Initial Stockholders have waived their right to redeem any of the Founder Shares and public shares in connection with a stockholder vote to approve a proposed initial business combination;

•        the fact that our Sponsor purchased an aggregate of 3,593,750 Founder Shares, for an aggregate offering price of $25,000 at an average purchase price of approximately $0.007 per share. In August 2019, NPA effected a stock split resulting in an increase in the total number of shares of NPA Class B Common Stock outstanding from 3,593,750 to 5,750,000, such that the total number of Founder Shares would represent 20% of the total number of shares of NPA Common Stock outstanding upon completion of the IPO, and such securities will have a significantly higher value at the time of the Business Combination, estimated at approximately $81.5 million based on the closing price of $14.17 per share of NPA Class A Common Stock on Nasdaq on January 26, 2021;

38

Table of Contents

•        the fact that our Sponsor purchased an aggregate of 6,100,000 Private Placement Warrants at a price of $1.00 per warrant in a private placement simultaneously with the completion of the IPO, with each Private Placement Warrant being exercisable commencing 30 days following the Closing, subject to certain lock-up restrictions, for one share of Class A Common Stock for one share of Class A Common Stock at $11.50 per share; the warrants held by our Sponsor had an aggregate market value of approximately $25.6 million based upon the closing price of $4.20 per warrant on Nasdaq on January 26, 2021;

•        if NPA does not consummate the Business Combination by March 15, 2021, NPA will be required to dissolve and liquidate and the securities held by our Sponsor, will be of no value because our Sponsor has agreed to waive its rights to any liquidation distributions;

•        if, at the Closing, the amount in our Trust Account, and the amount raised in private transactions including any PIPE Investment prior to the payment of any Transaction Expenses is less than $400,000,000, Sponsor and NPA will irrevocably terminate, forfeit and cancel, for no consideration and without further right, obligation or liability, a number of shares of Sponsor Stock such that the total number of issued and outstanding Sponsor Stock immediately prior to the Closing equals 20% of the total number of shares of issued and outstanding NPA Class A Common Stock and shares of NPA Class B Common Stock as of immediately prior to the closing of the Business Combination;

•        the anticipated election of Alexander Coleman, our Chairman, as a director of SpaceMobile after the consummation of the Business Combination. As such, in the future they will receive any cash fees, stock options or stock awards that the SpaceMobile Board determines to pay to directors;

•        pursuant to the Stockholders’ Agreement, our Sponsor will have the right to nominate a director to the Board and Avellan and the AST Equityholders will have the right to nominate the remaining directors of the Board, in each case subject to certain conditions;

•        the continued indemnification of our existing directors and officers and the continuation of our directors’ and officers’ liability insurance after the Business Combination;

•        the fact that the AST Equityholders, who (i) will have the right to designate directors to the Board pursuant to the Stockholders’ Agreement, and (ii) include members of AST’s management team who will become executive officers and directors of SpaceMobile following the Business Combination, will hold a significant number of shares of Class A Common Stock, Class B Common Stock and Class C Common Stock; and

•        if the Trust Account is liquidated, including in the event that we are unable to complete an initial business combination within the required time period, our Sponsor has agreed that it will be liable to us if and to the extent of any claims by a third-party (other than our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below: (i) $10.00 per public share; or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case, net of the interest which may be withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses, except as to any claims by a third-party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act.

At any time prior to the Special Meeting, during a period when they are not then aware of any material nonpublic information regarding NPA or our securities, the Initial Stockholders, AST and/or its affiliates may purchase shares and/or warrants from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of NPA Common Stock or vote their shares in favor of the Business Combination Proposal. The purpose of such share purchases and other transactions would be to increase the likelihood that the proposals presented to stockholders for approval at the Special Meeting are approved or to provide additional equity financing. Any such share purchases and other transactions may thereby increase the likelihood of obtaining stockholder approval of the Business Combination. This may result in the completion of our Business Combination that may not otherwise

39

Table of Contents

have been possible. While the exact nature of any such incentives has not been determined as of the date of this proxy statement, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options.

Entering into any such incentive arrangements may have a depressive effect on shares of NPA Common Stock. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the Special Meeting.

If such transactions are effected, the consequence could be to cause the Business Combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the Special Meeting and would likely increase the chances that such proposals would be approved. As of the date of this proxy statement, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. NPA will file a Current Report on Form 8-K to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be voted on at the Special Meeting. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

The existence of financial and personal interests of our directors and officers may result in conflicts of interest, including a conflict between what may be in the best interests of NPA and its stockholders and what may be best for a director’s personal interests when determining to recommend that stockholders vote for the proposals. See the sections entitled “Risk Factors — Risks Relating to NPA — Directors of NPA have potential conflicts of interests in recommending that stockholders vote in favor of approval of the Business Combination and approval of the other proposals described in this proxy statement”, “Risk Factors — Risks Relating to the Business Combination — Our Initial Stockholders, including Sponsor, directors and officers have potential conflicts of interest in recommending that NPA stockholders vote in favor of approval of the Business Combination and approval of the other proposals described in this proxy statement”, Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination” and “Beneficial Ownership of Securities” for more information and other risks.

Recommendation of the Board

The Board believes that the Business Combination Proposal and the other proposals to be presented at the Special Meeting are in the best interest of NPA’s stockholders and unanimously recommends that our stockholders vote “FOR” the Business Combination Proposal, “FOR” the Nasdaq Proposal, “FOR” the Charter and Governance Proposals, “FOR” each of the director nominees set forth in the Director Election Proposal, “FOR” the Incentive Plan Proposal, “FOR” the ESPP Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the Special Meeting. See the sections entitled “Proposal No. 1 — The Business Combination Proposal — Recommendation of the Board,” “Proposal No. 2 — The Nasdaq Proposal — Recommendation of the Board,” “Proposal No. 3 — The Charter and Governance Proposals — Recommendation of the Board,” “Proposal No. 4 — The Director Election Proposal — Recommendation of the Board,” “Proposal No. 5 — The Incentive Plan Proposal — Recommendation of the Board,” “Proposal No. 6 — The ESPP Proposal, — Recommendation of the Board,” and “Proposal No. 7 — The Adjournment Proposal — Recommendation of the Board” for more information.

Conditions to the Closing of the Business Combination

Unless waived by the parties to the Equity Purchase Agreement, and subject to applicable law, the consummation of the Business Combination is subject to a number of conditions set forth in the Equity Purchase Agreement including, among other things, that (i)  NPA has received the Required NPA Stockholder Approval, (ii)  NPA has at least $5,000,001 in tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately prior to closing, (iii) NPA has no less than $250,000,000 in immediately available cash, after deducting all Transaction Expenses, and (iv) NPA will remain listed on the Nasdaq and has not received any written notice from Nasdaq that it has failed or would reasonably be expected to fail to meet Nasdaq listing requirements as of the Closing Date. For more information about conditions to the consummation of the Business Combination, see “Proposal No. 1 — The Business Combination Proposal — Conditions to the Closing of the Business Combination.”

40

Table of Contents

Sources and Uses of Funds for the Business Combination

The following table summarizes the sources and uses for funding the Business Combination. Where actual amounts are not known or knowable, the figures below represent NPA’s good faith estimate of such amounts.

Sources of Proceeds

(in millions)

 

No
Redemption

 

Max
Redemption

Sources

 

 

   

 

 

Cash Held in Trust Account(1)

 

$

232

 

$

60

PIPE Investment(2)

 

$

230

 

$

230

Existing Equityholders(3)

 

$

1,298

 

$

1,298

Total Sources

 

$

1,760

 

$

1,588

____________

(1)      Represents the expected amount of the cash held in the Trust Account prior to the Closing (and prior to any redemption by NPA stockholders), excluding any interest earned on the funds.

(2)      Represents the proceeds from the PIPE Investment as of the consummation of the Business Combination.

(3)      Excludes the aggregate impact of any new or existing AST Options.

Uses of Proceeds

(in millions)

 

No
Redemption

 

Max
Redemption

Uses

 

 

   

 

 

Existing Equityholders(1)

 

$

1,298

 

$

1,298

New cash to balance sheet

 

$

422

 

$

250

Fees and Expenses(2)

 

$

40

 

$

40

Total Uses

 

$

1,760

 

$

1,588

____________

(1)      Excludes the aggregate impact of any new or existing AST Options.

(2)      Represents the total estimated Transaction Expenses incurred by the parties to the Equity Purchase Agreement.

Certain U.S. Federal Income Tax Considerations

For a discussion summarizing the material U.S. federal income tax consequences of an exercise of Redemption Rights, please see “Proposal No. 1 — The Business Combination Proposal — Certain U.S. Federal Income Tax Considerations to Holders of NPA Class A Common Stock Exercising Redemption Rights.

Board of Directors Following the Business Combination

Upon the consummation of the Business Combination, the SpaceMobile Board will be chaired by Mr. Avellan, who will also as Chief Executive Officer, and will include Thomas Severson, who will also serve as Chief Financial and Operating Officer, and nine additional directors, of which six are independent.

Anticipated Accounting Treatment

For a discussion summarizing the anticipated accounting treatment of the Business Combination, please see “Proposal No. 1 — The Business Combination Proposal — Anticipated Accounting Treatment.

Regulatory Matters

The Business Combination is not subject to any federal, state or other regulatory requirements or approvals, except for filings with the State of Delaware necessary to effectuate the transactions contemplated by the Equity Purchase Agreement.

Risk Factors

In evaluating the proposals to be presented at the Special Meeting, a stockholder should carefully read this proxy statement and especially consider the factors discussed in the section entitled “Risk Factors.”

41

Table of Contents

Sources of Industry and Market Data

Where information has been sourced from a third-party, the source of such information has been identified. Unless otherwise indicated, the information contained in this proxy statement on the market environment, market developments, growth rates, market trends and competition in the markets in which NPA and AST operate is taken from publicly available sources, including third-party sources, or reflects NPA’s or AST’s estimates that are principally based on information from publicly available sources.

Emerging Growth Company, Smaller Reporting Company and Controlled Company

NPA is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and we may take advantage of certain exemptions from various reporting requirements that are applicable to other companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (“SOX”), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. NPA intends to take advantage of the benefits of this extended transition period. This may make comparison of NPA’s financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used.

NPA will remain an emerging growth company until the earlier of (i) the last day of the fiscal year (a) following the fifth anniversary of the completion of our IPO, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of shares of Class A Common Stock that are held by non-affiliates exceeds $700 million as of the prior June 30th, and (ii) the date on which we issued more than $1.0 billion in non-convertible debt during the prior three-year period.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of our common stock held by non-affiliates exceeds $250 million as of the end of that fiscal year’s second fiscal quarter, or (ii) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the end of that fiscal year’s second fiscal quarter. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

Following the Closing, the Key Holders will hold all of the Class C Common Stock, which prior to the Sunset Date will entitle such holders to cast the lesser of 10 votes per share and the Class C Share Voting Amount, the latter of which is a number of votes per share equal to (x) the Closing Class C Percentage (which we anticipate will be approximately 88%, assuming that (a) none of our current stockholders exercise their right to redeem their NPA Class A Common Stock, (b) the aggregate proceeds received by NPA in connection with the PIPE Investment is $230,000,000 and (c) there is no Additional PIPE Investment) of the total voting power of the outstanding voting stock of SpaceMobile, minus (y) the total voting power of the outstanding stock of SpaceMobile owned or controlled by the Key Holders, divided by (z) the number of shares of Class C Common Stock then outstanding. The practical effect of the formula used to calculate the Class C Share Voting Amount is that it will cap the aggregate voting power of the Class C Common Stock so that, in most scenarios, the voting power of the Class C Common Stock will not increase, or will increase more slowly than it would otherwise in the event the Class C holders acquire additional voting stock in SpaceMobile. As a result, we anticipate that, following the Closing, the Key Holders will control approximately 88% of the combined voting power of the Common Stock, and may control a majority of the voting power of SpaceMobile so long as the Class C Common Stock represents at least 9.1% of SpaceMobile’s total Common Stock. As a result of the Key Holders’ holdings after the Closing, we will qualify as a “controlled company” within the meaning of the corporate governance standards of Nasdaq. Under these rules, a listed company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirement that (i) a majority of the SpaceMobile Board consist of independent directors, (ii) we have a compensation committee that is composed entirely of independent directors and (iii) director nominees be selected or recommended to the board by independent directors.

42

Table of Contents

We expect to rely on certain of these exemptions after the Closing. As a result, we will not have a compensation committee consisting entirely of independent directors and our directors will not be nominated or selected solely by independent directors. We may also rely on the other exemptions so long as we qualify as a controlled company. To the extent we rely on any of these exemption, holders of Class A Common Stock will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of Nasdaq.

Summary of Risk Factors

You should consider all the information contained in this proxy statement in deciding how to vote for the proposals presented herein. The occurrence of one or more of the events or circumstances described in the section titled “Risk Factors,” alone or in combination with other events or circumstances, may materially adversely affect our business, financial condition and operating results. Such risks include, but are not limited to:

Risks Relating to NPA

•        Our Initial Stockholders have agreed to vote in favor of the Business Combination, regardless of how our Public Stockholders vote.

•        If the Business Combination is not completed, potential target businesses may have leverage over NPA in negotiating a business combination, NPA’s ability to conduct due diligence on a business combination as it approaches its dissolution deadline may decrease, and NPA may have insufficient working capital to continue to pursue potential target businesses, each of which could undermine NPA’s ability to complete a business combination on terms that would produce value for NPA’s stockholders.

•        We may not be able to complete the PIPE Investment in connection with the Business Combination.

•        We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

•        If NPA is unable to complete the Business Combination with AST or another business combination by March 15, 2021, NPA will cease all operations except for the purpose of winding up, dissolving and liquidating.

Risks Relating to the Business Combination

•        Following the consummation of the Business Combination, our only significant asset will be our ownership interest in AST and such ownership may not be sufficient to pay dividends or make distributions or loans to enable us to pay any dividends on our common stock or satisfy our other financial obligations.

•        Even if we consummate the Business Combination, the NPA Warrants may not be in the money at the time they become exercisable, and they may expire worthless.

•        The Business Combination is subject to conditions, including certain conditions that may not be satisfied on a timely basis, if at all.

•        The ability of our Public Stockholders to exercise Redemption Rights with respect to a large number of our shares may not allow us to complete the Business Combination or optimize our capital structure.

•        The ability of our Public Stockholders to exercise Redemption Rights with respect to a large number of our shares could increase the probability that the Business Combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your stock.

•        If you fail to comply with the redemption requirements specified in this proxy statement, you will not be entitled to redeem your shares of NPA Class A Common Stock for a pro rata portion of the Trust Account.

•        We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete the Business Combination with which a substantial majority of our stockholders do not agree.

•        SpaceMobile may be subject to securities litigation, which is expensive and could divert management attention.

43

Table of Contents

Risks Relating to Our Organization and Structure

•        Following the Closing, we will be a “controlled company” within the meaning of the Nasdaq listing standards and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to stockholders of companies that are subject to such requirements.

•        The multi-class structure of SpaceMobile’s Common Stock will have the effect of concentrating voting power with Abel Avellan, who will serve as Chief Executive Officer of SpaceMobile. This concentration of voting power will limit other stockholders’ ability to influence the outcome of important transactions, including a change of control.

•        SpaceMobile will qualify as an “emerging growth company” within the meaning of the Securities Act, and if it takes advantage of certain exemptions from disclosure requirements available to emerging growth companies, it could make SpaceMobile’s securities less attractive to investors and may make it more difficult to compare SpaceMobile’s performance to the performance of other public companies.

Risks Relating to Tax

•        The only principal asset of SpaceMobile following the Business Combination will be its interest in AST, and accordingly it will depend on distributions from AST to pay dividends, taxes, other expenses, and make any payments required to be made under the Tax Receivable Agreement.

•        In certain cases, payments under the Tax Receivable Agreement may (i) exceed any actual tax benefits the Tax Group realizes or (ii) be accelerated.

Risks Relating to AST

•        AST’s SpaceMobile Service is in development and may not be completed on time or at all and the costs associated with it may be greater than expected.

•        AST will incur significant expenses and capital expenditures in the future to execute its business plan and develop the SpaceMobile Service and it may by unable to adequately control its expenses.

•        AST will need to raise additional funds to achieve phase II and subsequent phases of its SpaceMobile Service. These funds may not be available to it when AST needs them on favorable terms or at all. If AST cannot raise additional funds when needed, its operations and prospects could be negatively affected.

•        AST’s business is subject to extensive government regulation, which mandates how it may operate its business and may increase the cost of providing services and expansion into new markets.

•        AST will rely on MNOs and require regulatory approvals to access the spectrum the SpaceMobile Service needs to operate.

•        AST is an early stage company with a history of losses and may never become profitable.

•        AST has a limited operating history and operates in a rapidly evolving industry, which makes it difficult to evaluate its business and future prospects and increases the risk of your investment.

•        AST may not be able to launch its satellites successfully. Loss of a satellite during launch could delay or impair AST’s ability to offer its services or reduce its expected potential revenues, and launch insurance, even if it is available, will not fully cover this risk.

•        AST’s customized hardware and software may be difficult and expensive to service, upgrade or replace.

•        AST and suppliers rely on complex systems and components, which involves a significant degree of risk and uncertainty in terms of operational performance and costs.

•        AST’s management has limited experience in operating a public company.

44

Table of Contents

Selected Historical Consolidated Financial Information of NPA

The following table sets forth summary historical financial information derived from NPA’s (i) unaudited financial statements included elsewhere in this proxy statement for and as of the nine months ended September 30, 2020 and (ii) audited financial statements as of December 31, 2019 and for the period from May 28, 2019 (inception) through December 31, 2019. You should read the following summary financial information in conjunction with the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of NPA” and “Risk Factors” and NPA’s financial statements and related notes appearing elsewhere in this proxy statement.

We have neither engaged in any operations nor generated any revenue to date. Our only activities from inception through September 30, 2020 were organizational activities and those necessary to complete our IPO and identifying a target company for a business combination. We do not expect to generate any operating revenue until after the completion of the Business Combination.

 

Nine Months
Ended
September 30,
2020

 

For the period
from May 28,
2019 (inception)
through
December 31
2019

   

(unaudited)

   

Statement of Operations Data:

 

 

 

 

 

 

 

 

Formation and operating costs

 

$

(492,011

)

 

$

(384,857

)

Loss from operations

 

 

(492,011

)

 

 

(384,857

)

   

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

 

Interest income

 

 

1,425,833

 

 

 

1,197,637

 

Unrealized (loss) gain on marketable securities held in Trust Account

 

 

3,172

 

 

 

17,194

 

Other income, net

 

 

1,429,005

 

 

 

1,214,831

 

   

 

 

 

 

 

 

 

(Loss) income before income taxes

 

 

936,994

 

 

 

829,974

 

Benefit (provision) for income taxes

 

 

(196,768

)

 

 

(174,295

)

Net (loss) income

 

$

740,226

 

 

$

655,679

 

   

 

 

 

 

 

 

 

Weighted average shares outstanding of NPA Common Stock(1)

 

 

7,005,591

 

 

 

6,075,732

 

Basic and diluted net income per share, NPA Common Stock(2)

 

 

(0.04

)

 

 

(0.04

)

____________

(1)      Excludes an aggregate of 21,732,175 and 21,736,363 shares subject to possible redemption at September 30, 2020 and December 31, 2019, respectively.

(2)      Net loss per share of NPA Common Stock — basic and diluted excludes income of $1,022,606 attributable to common stock subject to possible redemption for the nine months ended September 30, 2020, and $915,613 attributable to common stock subject to possible redemption for the period from May 28, 2019 (inception) through December 31, 2019.

 

As of
September 30,
2020