AST Spacemobile, Inc. current report, 06 July 2021

Vollständiges Dokument

AST SpaceMobile, Inc. Form 8-K Summary

Business context and reporting period

AST SpaceMobile, Inc., formerly New Providence Acquisition Corp., filed a Current Report on Form 8-K under Item 4.01 on July 6, 2021, with the report signed July 9, 2021. The filing concerns a change in the company’s independent registered public accounting firm. The company’s Class A common stock trades under “ASTS” and its warrants under “ASTSW” on Nasdaq.

Financial metrics and liquidity

This filing does not provide current-period revenue, profit, cash flow, margins, debt, liquidity, or other operating performance metrics. Marcum LLP’s audit reports for 2019 and 2020 included an explanatory paragraph expressing substantial doubt about the company’s ability to continue as a going concern if it did not complete a business combination.

Material changes versus the prior comparable period

  • Effective July 6, 2021, the Audit Committee approved replacing Marcum LLP with KPMG LLP as the company’s independent registered public accounting firm.
  • Marcum audited the company from its May 28, 2019 inception through the year ended December 31, 2020 and the subsequent interim period before its dismissal.
  • Marcum’s reports were not adverse, disclaimed, or qualified regarding accounting principles, audit scope, or uncertainty, other than the going-concern explanatory paragraph.
  • The company had previously disclosed control deficiencies constituting material weaknesses in its Form 10-K/A.

Guidance, outlook, risks, contingencies, and unusual items

  • The filing provides no operating or financial guidance.
  • The previously disclosed going-concern uncertainty and material weaknesses are the principal financial reporting and risk matters identified.
  • The company reported no disagreements with Marcum concerning accounting principles, financial statement disclosure, or audit scope or procedures.
  • No reportable events, as defined under Item 304(a)(1)(v) of Regulation S-K, occurred during Marcum’s engagement or the subsequent interim period.
  • Before its engagement, KPMG was not consulted regarding accounting principles for a specified transaction, potential audit opinions, disagreements, or reportable events.
  • Marcum was asked to provide the SEC-required response letter, filed as Exhibit 16.1 and dated July 9, 2021.

Important facts for investors to verify

  1. Review Exhibit 16.1 to confirm whether Marcum agreed with the company’s disclosures regarding the auditor change.
  2. Review the company’s Form 10-K/A for details on the material weaknesses and remediation status.
  3. Review the 2019 and 2020 audited financial statements for the scope of the going-concern uncertainty and related funding or business-combination conditions.
  4. Confirm KPMG’s subsequent audit engagement and any later disclosures regarding accounting controls, restatements, or changes in audit conclusions.