CORRESP 1 filename1.htm

Via EDGAR and Federal Express

March 5, 2021

Attention:

Amanda Kim

Stephen Krikorian

Mitchell Austin

Jan Woo

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549-3561

Re:

New Providence Acquisition Corp.

Revised Preliminary Proxy Statement of Schedule 14A

Filed February 16, 2021

File No. 001-39040

Ladies and Gentlemen:

Set forth below are the responses of New Providence Acquisition Corp. (referred to herein as “we” or the “Company”) to oral comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission via telephonic conference held on March 4, 2021 with respect to the Company’s Revised Preliminary Proxy Statement on Schedule 14A, CIK No. 0001780312, filed with the Commission on February 16, 2021.

In response to oral comments received from the Staff in a telephonic conference on March 4, 2021, we are providing proposed edits to (i) the Form of Fifth Amended and Restated Limited Liability Company Operating Agreement of AST & Science, LLC (the “Operating Agreement”) and (ii) the Form of Stockholders’ Agreement by and among AST SpaceMobile, Inc., Abel Avellan; Invesat LLC, Vodafone Ventures Limited, Rakuten Mobile Singapore PTE. LTD, ATC TRS II LLC, and New Providence Management LLC (the “Stockholders’ Agreement”) attached here to as Annex A and Annex B, respectively.

As discussed with the Staff, the revisions to the Operating Agreement clarify that (i) the “cash limitation” provisions are “match-funded,” so that the cash available for any cash redemption is limited to the net proceeds of an offering specific to the applicable redemption request, (ii) the decision to authorize an offering to fund a cash redemption is made by the Redemption Election Committee, (iii) if an offering cannot or is not completed by the applicable redemption deadline, then the redemption request must be settled with equity, (iv) redeeming holders will be required to acknowledge and agree that the cash settlement amount is the lesser of the net proceeds of an applicable offering and the price otherwise calculated under the trailing average calculation methodology for redemptions generally, and (v) if the net cash from an applicable offering exceeds the amount of cash that is required to be paid under the Operating Agreement, the excess is retained and treated by PubCo in the same manner as any other excess cash that may be held by PubCo from time to time. The revisions to the Stockholders’ Agreement (i) require any NPA nominee to the PubCo board to be qualified and willing to serve on the Redemption Election Committee, and (ii) require that provisions of the agreement relating to the Redemption Election Committee can only be amended with the approval of the committee.

If any additional supplemental information is required by the Staff or if you have any questions regarding the foregoing, please direct any such requests or questions to Julian Seiguer of Kirkland & Ellis LLP at (713) 836-3334.