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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/01/24 AST SpaceMobile, Inc. 10-K 12/31/23 93:11M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 3.13M
2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 96K
3: EX-21.1 Subsidiaries List HTML 27K
4: EX-23.1 Consent of Expert or Counsel HTML 25K
9: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 39K
Awarded Compensation
5: EX-31.1 Certification -- §302 - SOA'02 HTML 31K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 31K
7: EX-32.1 Certification -- §906 - SOA'02 HTML 27K
8: EX-32.2 Certification -- §906 - SOA'02 HTML 27K
11: R1 Cover HTML 110K
12: R2 Consolidated Balance Sheets HTML 138K
13: R3 Consolidated Balance Sheets (Parenthetical) HTML 40K
14: R4 Consolidated Statements of Operations HTML 124K
15: R5 Consolidated Statements of Comprehensive Income HTML 58K
(Loss)
16: R6 Consolidated Statements of Stockholders' Equity HTML 93K
17: R7 Consolidated Statements of Cash Flows HTML 122K
18: R8 Organization and Nature of Operations HTML 36K
19: R9 Summary of Significant Accounting Policies HTML 94K
20: R10 Fair Value Measurement HTML 96K
21: R11 Other Assets HTML 40K
22: R12 Property and Equipment HTML 68K
23: R13 Leases HTML 71K
24: R14 Accrued Expenses and Other Current Liabilities HTML 47K
25: R15 Debt HTML 88K
26: R16 Warrant Liabilities HTML 42K
27: R17 Commitments and Contingencies HTML 34K
28: R18 Stockholders? Equity HTML 63K
29: R19 Stock-Based Compensation HTML 200K
30: R20 Nano HTML 37K
31: R21 Income Taxes HTML 124K
32: R22 Net Loss per Share HTML 51K
33: R23 Related Parties HTML 52K
34: R24 Subsequent Events HTML 49K
35: R25 Summary of Significant Accounting Policies HTML 134K
(Policies)
36: R26 Summary of Significant Accounting Policies HTML 34K
(Tables)
37: R27 Fair Value Measurement (Tables) HTML 84K
38: R28 Other Assets (Tables) HTML 39K
39: R29 Property and Equipment (Tables) HTML 65K
40: R30 Leases (Tables) HTML 67K
41: R31 Commitments and Contingencies (Tables) HTML 67K
42: R32 Accrued Expenses and Other Current Liabilities HTML 46K
(Tables)
43: R33 Debt (Tables) HTML 64K
44: R34 Revenue (Tables) HTML 34K
45: R35 Stock-Based Compensation (Tables) HTML 192K
46: R36 Nano (Tables) HTML 34K
47: R37 Income Taxes (Tables) HTML 110K
48: R38 Net Loss per Share (Tables) HTML 46K
49: R39 Organization and Nature of Operations (Details HTML 32K
Narrative)
50: R40 Schedule of Estimated Useful Lives (Details) HTML 51K
51: R41 Summary of Significant Accounting Policies HTML 39K
(Details Narrative)
52: R42 Business Combination (Details Narrative) HTML 29K
53: R43 Other Assets - Schedule of Other Current Assets HTML 34K
(Details)
54: R44 Other Assets - Schedule of Other Non - Current HTML 27K
Assets (Details)
55: R45 Fair Value Measurement - Schedule of Assets HTML 41K
Measured at Fair Value on a Recurring Basis
(Details)
56: R46 Fair Value Measurement (Details Narrative) HTML 45K
57: R47 Property and Equipment - Schedule of Property and HTML 61K
Equipment, Net (Details)
58: R48 Property and Equipment (Details Narrative) HTML 28K
59: R49 Leases - Schedule of Supplemental Balance Sheet HTML 34K
Information Related to Leases (Details)
60: R50 Leases - Schedule of Lease Expense (Details) HTML 32K
61: R51 Leases - Schedule of Maturities of Operating Lease HTML 44K
Liabilities (Details)
62: R52 Leases (Details Narrative) HTML 27K
63: R53 Accrued Expenses and Other Current Liabilities - HTML 39K
Schedule of Accrued Expenses and Other Current
Liabilities (Details)
64: R54 Debt (Details Narrative) HTML 121K
65: R55 Debt - Schedule Of Debt Instruments (Details) HTML 43K
66: R56 Debt - Schedule Of Debt Instruments HTML 26K
(Parenthetical) (Details)
67: R57 Debt - Schedule of Annual Future Principal HTML 45K
Payments (Details)
68: R58 Revenue - Schedule of Disaggregation of Revenue HTML 36K
(Details)
69: R59 Warrant Liabilities (Details Narrative) HTML 85K
70: R60 Commitments and Contingencies (Details Narrative) HTML 28K
71: R61 Stockholders? Equity (Details Narrative) HTML 102K
72: R62 Stock-Based Compensation - Schedule of Share-Based HTML 36K
Compensation Expense (Details)
73: R63 Stock-Based Compensation - Schedule of Stock HTML 93K
Options Activities (Details)
74: R64 Stock-Based Compensation - Schedule of Unvested HTML 57K
Option Activity (Details)
75: R65 Stock-Based Compensation - Black-Scholes HTML 48K
option-pricing model (Details)
76: R66 Stock-Based Compensation - Schedule of Unvested HTML 57K
Restricted Stock Units Activity (Detail)
77: R67 Stock-Based Compensation (Details Narrative) HTML 78K
78: R68 Nano (Details Narrative) HTML 31K
79: R69 Nano - Schedule of Disaggregation of Revenue HTML 36K
(Details)
80: R70 Income Taxes - Schedule of Components of Income HTML 35K
(Loss) Before Income Taxes (Details)
81: R71 Income Taxes - Schedule of Income Tax Expense HTML 53K
(Benefit) (Details)
82: R72 Income Taxes - Summary of Differences Between the HTML 42K
Effective Income Tax Rate and the Statutory U.S.
Federal Income Tax Rate (Details)
83: R73 Income Taxes - Schedule Of Deferred Tax Assets and HTML 39K
Liabilities (Details)
84: R74 Income Taxes (Details Narrative) HTML 55K
85: R75 Net Loss per Share - Schedule of Basic and Diluted HTML 72K
Loss Per Share (Details)
86: R76 Net Loss per Share (Details Narrative) HTML 39K
87: R77 Related Parties (Details Narrative) HTML 60K
88: R78 Subsequent Events (Details Narrative) HTML 103K
90: XML IDEA XML File -- Filing Summary XML 171K
93: XML XBRL Instance -- asts-20231231_htm XML 2.13M
89: EXCEL IDEA Workbook of Financial Report Info XLSX 184K
10: EX-101.SCH XBRL Taxonomy Extension Schema With Embedded XSD 4.54M
Linkbases Document -- asts-20231231
91: JSON XBRL Instance as JSON Data -- MetaLinks 597± 932K
92: ZIP XBRL Zipped Folder -- 0000950170-24-039342-xbrl Zip 741K
| EX-97.1 |
EXHIBIT 97.1
AST SPACEMOBILE, INC. POLICY FOR THE
RECOVERY OF ERRONEOUSLY AWARDED INCENTIVE-BASED COMPENSATION
I. BACKGROUND
AST SpaceMobile, Inc. (the “Company”) has adopted this policy (this “Policy”) to provide for the recovery or “clawback” of certain incentive compensation in the event of a Restatement. This Policy is intended to comply with, and will be interpreted to be consistent with, the requirements of the Nasdaq Stock Market (“Nasdaq”) Listing Rule 5608. Certain terms used in this Policy are defined in Section VIII below.
II. STATEMENT OF POLICY
The Company shall recover reasonably promptly the amount of erroneously awarded Incentive-Based Compensation in the event that the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a “Restatement”).
The Company shall recover erroneously awarded Incentive-Based Compensation in compliance with this Policy except to the extent provided under Section V below.
III. SCOPE OF POLICY
A. Persons Covered and Recovery Period. This Policy applies to all Incentive-Based Compensation received by a person:
Notwithstanding this look-back requirement, the Company is only required to apply this Policy to Incentive-Based Compensation received on or after October 2, 2023.
For purposes of this Policy, Incentive-Based Compensation shall be deemed “received” in the Company’s fiscal period during which the Financial Reporting Measure (as defined herein) specified in the Incentive-Based Compensation award is attained, even if the payment or grant of the Incentive-Based Compensation occurs after the end of that period.
B. Transition Period. In addition to the Recovery Period, this Policy applies to any transition period (that results from a change in the Company’s fiscal year) within or immediately following the Recovery Period (a “Transition Period”), provided that a Transition Period between the last day of the Company’s previous fiscal year end and the first day of the Company’s new fiscal year that comprises a period of nine to 12 months will be deemed a completed fiscal year.
C. Determining the Recovery Period. For purposes of determining the relevant Recovery Period, the date that the Company is required to prepare the Restatement is the earlier to occur of:
For clarity, the Company’s obligation to recover erroneously awarded Incentive-Based Compensation under this Policy is not dependent on if or when a Restatement is filed.
D. Method of Recovery. The Committee will have discretion in determining how to accomplish recovery of erroneously awarded Incentive-Based Compensation under this Policy, recognizing that different means of recovery may be appropriate in different circumstances.
IV. AMOUNT SUBJECT TO RECOVERY
A. Recoverable Amount. The amount of Incentive-Based Compensation subject to recovery under this Policy is the amount of Incentive-Based Compensation received that exceeds the amount of Incentive-Based Compensation that otherwise would have been received had it been determined based on the restated amounts, computed without regard to any taxes paid.
B. Covered Compensation Based on Stock Price or TSR. For Incentive-Based Compensation based on stock price or total shareholder return (“TSR”), where the amount of erroneously awarded Incentive-Based Compensation is not subject to mathematical recalculation directly from the information in a Restatement, the recoverable amount shall be determined by the Compensation Committee of the Board (the “Committee”) based on a reasonable estimate of the effect of the Restatement on the stock price or TSR upon which the Incentive-Based Compensation was received. In such event, the Company shall maintain documentation of the determination of that reasonable estimate and provide such documentation to Nasdaq.
V. EXCEPTIONS
The Company shall recover erroneously awarded Incentive-Based Compensation in compliance with this Policy except to the extent that the conditions set out below are met and the Committee has made a determination that recovery would be impracticable:
A. Direct Expense Exceeds Recoverable Amount. The direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered; provided, however, that before concluding it would be impracticable to recover any amount of erroneously awarded Incentive-Based Compensation based on expense of enforcement, the Company shall make a reasonable attempt to recover such erroneously awarded Incentive-Based Compensation, document such reasonable attempt(s) to recover, and provide that documentation to Nasdaq.
B. Recovery from Certain Tax-Qualified Retirement Plans. Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.
VI. PROHIBITION AGAINST INDEMNIFICATION
Notwithstanding the terms of any indemnification arrangement or insurance policy with any individual covered by this Policy, the Company shall not indemnify any Executive Officer or former Executive Officer against the loss of erroneously awarded Incentive-Based Compensation, including any payment or reimbursement for the cost of insurance obtained by any such covered individual to fund amounts recoverable under this Policy.
VII. DISCLOSURE
The Company shall file all disclosures with respect to this Policy and recoveries under this Policy in accordance with the requirements of the U.S. Federal securities laws, including the disclosure required by the applicable Securities and Exchange Commission (“SEC”) filings.
VIII. DEFINITIONS
Unless the context otherwise requires, the following definitions apply for purposes of this Policy:
“Executive Officer” means the Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of the Company in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person who performs similar policy-making functions for the Company. Executive officers of the Company’s subsidiaries are deemed Executive Officers of the Company if they perform such policy-making functions for the Company. Policy-making function is not intended to include policy-making functions that are not significant. Identification of an Executive Officer for purposes of this Policy will include at a minimum executive officers identified pursuant to 17 CFR 229.401(b).
“Financial Reporting Measures” means any of the following: (i) measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures, (ii) stock price and (iii) TSR. A Financial Reporting Measure need not be presented within the Company’s financial statements or included in a filing with the SEC.
“Incentive-Based Compensation” means any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure.
IX. ADMINISTRATION; AMENDMENT; TERMINATION.
All determinations under this Policy will be made by the Committee, including determinations regarding how any recovery under this Policy is effected. Any determinations of the Committee will be final, binding and conclusive and need not be uniform with respect to each individual covered by this Policy.
The Committee may amend this Policy from time to time and may terminate this Policy at any time, in each case in its sole discretion.
X. EFFECTIVENESS; OTHER RECOUPMENT RIGHTS
This Policy shall be effective as of December 1, 2023. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company and its subsidiaries and affiliates under applicable law or pursuant to the terms of any similar policy or similar provision in any employment agreement, equity award agreement or similar agreement.
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 4/1/24 | None on these Dates | ||
| For Period end: | 12/31/23 | |||
| 12/1/23 | ||||
| 10/2/23 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/18/24 AST SpaceMobile, Inc. 8-K:1,2,3,7 1/16/24 14:955K M2 Compliance LLC/FA 8/15/23 AST SpaceMobile, Inc. 8-K:1,2,9 8/14/23 14:2.8M Donnelley … Solutions/FA 9/09/22 AST SpaceMobile, Inc. 8-K:1,9 9/08/22 13:622K M2 Compliance LLC/FA 5/16/22 AST SpaceMobile, Inc. 10-Q 3/31/22 79:9.1M Donnelley … Solutions/FA 5/06/22 AST SpaceMobile, Inc. 8-K:1,3,5,7 5/06/22 14:1.1M M2 Compliance LLC/FA 4/29/22 AST SpaceMobile, Inc. 8-K:5,7,9 4/25/22 13:438K M2 Compliance LLC/FA 3/31/22 AST SpaceMobile, Inc. 10-K 12/31/21 100:12M Donnelley … Solutions/FA 11/15/21 AST SpaceMobile, Inc. 10-Q 9/30/21 80:7.3M M2 Compliance LLC/FA 4/12/21 AST SpaceMobile, Inc. 8-K:1,2,3,5 4/06/21 31:5.1M M2 Compliance LLC/FA 12/16/20 AST SpaceMobile, Inc. 8-K:1,3,7,912/15/20 5:15M EdgarAgents LLC/FA 9/16/19 AST SpaceMobile, Inc. 8-K:1,3,5,8 9/10/19 10:932K EdgarAgents LLC/FA |