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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): January 13, 2026
AST
SpaceMobile, Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-39040 |
|
84-2027232 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
Midland
International Air & Space Port
2901
Enterprise Lane
Midland,
Texas 79706
(Address
of Principal Executive Offices) (Zip Code)
(432)
276-3966
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Class
A common stock, par value $0.0001 per share |
|
ASTS |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Mr.
Hiroshi Mikitani was previously appointed to the Board as the Rakuten Group, Inc. (“Rakuten”) designee pursuant to the Company’s
Stockholders Agreement. As a result of subsequent issuances of the Company’s Class A Common Stock, Rakuten no longer holds a sufficient
percentage of the Company’s Class A Common Stock to retain its right to designate a director nominee pursuant to the Company’s
Stockholders Agreement. Rakuten still retains its right to appoint one observer to the Board pursuant to the Company’s Stockholders
Agreement.
On
January 13, 2026, Mr. Mikitani notified AST SpaceMobile, Inc. (the “Company”) of his resignation from the Board, effective
on the same date. Mr. Mikitani was a member of the Network Planning & Spectrum Committee. The decision of Mr. Mikitani to resign
from the Board was not a result of any disagreement with the Company on any matter related to the Company’s operations, policies
or practices.
On
January 16, 2026, in connection with the resignation, the Board resolved to reduce the size of the Board from 12 directors to 11 directors
in order to eliminate the vacant seat on the Board that was previously occupied by Mr. Mikitani.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
AST
SPACEMOBILE, INC. |
| |
|
|
| Date:
January 16, 2026 |
By: |
/s/ Andrew
M. Johnson |
| |
|
Andrew
M. Johnson |
| |
|
Executive
Vice President, Chief Financial Officer and Chief Legal Officer |
