Item 1 Comment:
The following constitutes Amendment No. 14 ("Amendment No. 14") to the initial statement on Schedule 13D, filed on December 14, 2008, as amended by Amendment No. 1 to the Schedule 13D filed on May 18, 2009, by Amendment No. 2 to the Schedule 13D filed on August 11, 2009, by Amendment No. 3 to the Schedule 13D filed on February 16, 2010, by Amendment No. 4 to the Schedule 13D filed on February 14, 2012, by Amendment No. 5 to the Schedule 13D filed on February 14, 2013, by Amendment No. 6 to the Schedule 13D filed on February 17, 2015, by Amendment No. 7 to the Schedule 13D filed on December 19, 2017, by Amendment No. 8 to the Schedule 13D filed on May 07, 2018, by Amendment No. 9 to the Schedule 13D filed on January 4, 2019, by Amendment No. 10 to the Schedule 13D filed on January 3, 2020, by Amendment No. 11 to the Schedule 13D filed on February 25, 2020, by Amendment No. 12 to the Schedule 13D filed on September 07, 2022, and by Amendment No. 13 to the Schedule 13D filed on September 12, 2022, (as so amended, the "Schedule 13D"). This Amendment No. 14 amends and supplements the Schedule 13D as specifically set forth herein. Except as specifically amended by this Amendment No. 14, the Schedule 13D is unchanged. Capitalized terms used in this Amendment No. 14 and not otherwise defined herein have the meanings given to them in the Schedule 13D. |
| | Item 4 of the Schedule 13D is hereby amended to add the following:
The information in Item 3 of this Schedule 13D is incorporated herein by reference.
On April 13, 2026, Globalstar, Inc. (the "Issuer") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Amazon.com, Inc., a Delaware corporation ("Parent"), Grapefruit Acquisition Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent ("Acquisition Sub I"), and Grapefruit Acquisition Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent ("Acquisition Sub II" and, together with Parent and Acquisition Sub I, the "Buyer Parties"), pursuant to which, among other things, (a) Acquisition Sub I will merge with and into the Issuer (the "First Merger"), with the Issuer surviving the First Merger as a direct wholly owned subsidiary of Parent (the "Surviving Corporation"), and (b) immediately following the First Merger, the Surviving Corporation will merge with and into Acquisition Sub II (the "Second Merger" and, together with the First Merger, the "Mergers"), with Acquisition Sub II surviving the Second Merger as a direct wholly owned subsidiary of Parent.
Upon the effective time of the First Merger, each share of common stock, par value $0.0001 per share, of the Issuer (the "Company Common Stock") issued and outstanding immediately prior to the effective time of the First Merger (other than shares of Company Common Stock that are owned by the Issuer or any of its subsidiaries or the Buyer Parties or any of their respective wholly owned subsidiaries) will be canceled and will cease to exist, and automatically be converted into the right to receive, at the election of the holder thereof in accordance with, and subject to the terms, conditions and procedures set forth in the Merger Agreement, including the adjustments described below, the following consideration (collectively with, if applicable, cash in lieu of fractional shares, the "Merger Consideration"):
(i) for each share of Company Common Stock and each share of Company Common Stock that would be issued upon a cashless exercise of a vested and unexercised Company warrant to purchase shares of Company Common Stock (each, a "Company Warrant") immediately prior to the effective time of the First Merger in accordance with the terms of the applicable Warrant Amendment Agreement that the holder of such Company Warrant and the Issuer have entered into or have agreed to enter into (such share of Company Common Stock, the "Warrant Notional Common Share") with respect to which an election to receive Merger Consideration in the form of cash (a "Cash Election") has been properly made in accordance with the procedures set forth in the Merger Agreement, an amount in cash equal to (a) $90.00, without interest, minus (b) the Per Share Adjustment Amount (if any) (as defined below);
(ii) for each share of Company Common Stock and each Warrant Notional Common Share with respect to which an election to receive Merger Consideration in the form of shares of common stock, par value $0.01 per share, of Parent (the "Parent Common Stock" and, such election, a "Stock Election") has been properly made in accordance with the procedures set forth in the Merger Agreement, a number of validly issued, fully paid and nonassessable shares of Parent Common Stock equal to the Exchange Ratio (as defined below) (the "Stock Consideration"); and
(iii) for each share of Company Common Stock and each Warrant Notional Common Share, other than shares as to which a Cash Election or a Stock Election has been properly made in accordance with the procedures set forth in the Merger Agreement, the right to receive the Stock Consideration.
Pursuant to the Merger Agreement, the "Exchange Ratio" is determined as follows:
(i) if the volume weighted average price of the Parent Common Stock over the twenty (20) consecutive trading day period that ends on (and includes) the second trading day immediately prior to the date of the closing of the Mergers (the "Parent Measurement Price") is less than $280.38, the Exchange Ratio will be (x) 0.3210 minus (y) the quotient of the Per Share Adjustment Amount (if any) divided by the Parent Measurement Price; or
(ii) if the Parent Measurement Price is greater than or equal to $280.38, the Exchange Ratio will be the quotient of (a) (i) $90.00 minus (ii) the Per Share Adjustment Amount (if any) divided by (b) the Parent Measurement Price.
Pursuant to the Merger Agreement and a letter agreement entered into by the Issuer with Apple Inc. ("Customer"), the "Per Share Adjustment Amount" will be an amount equal to the quotient of (a) the aggregate amount payable by the Issuer to Customer, if any, immediately following the completion of the Mergers in the event the Issuer does not achieve certain operational milestones, which amount is capped at a maximum of $110 million, divided by (b) the aggregate number of shares of Company Common Stock to be converted into the right to receive Merger Consideration.
If the First Merger is consummated, the Issuer's securities will be de-listed from The Nasdaq Stock Market LLC.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is attached as Exhibit 2.1 to the Issuer's Form 8-K filed with the U.S. Securities and Exchange Commission on April 14, 2026.
On April 13, 2026, in connection with the Issuer's execution of the Merger Agreement, the Reporting Persons entered into a Stockholder Support Agreement (the "Support Agreement") with Parent, pursuant to which the Reporting Persons agreed, among other things, to (a) as promptly as practicable following the execution of the Merger Agreement and, in any event, by no later than twenty-four (24) hours after the execution and delivery of the Merger Agreement, to deliver their written consent approving and adopting the Merger Agreement and the transactions contemplated thereby, including the Mergers (the "Written Consent"), and (b) certain restrictions on transferring their shares of Company Common Stock, subject to customary exceptions.
Following the execution of the Merger Agreement, on April 13, 2026, the Reporting Persons executed and delivered to the Issuer the Written Consent.
The foregoing description of the Support Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Support Agreement, which has been filed as an exhibit to this Schedule 13D and is incorporated herein by reference.
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