AST SpaceMobile, Inc. 8-K

What Happened
AST SpaceMobile, Inc. filed an 8-K disclosing that director Hiroshi Mikitani resigned from the Board effective January 13, 2026. Mr. Mikitani had served as Rakuten Group, Inc.’s designee under the Company’s Stockholders Agreement and was a member of the Network Planning & Spectrum Committee. The Board voted on January 16, 2026 to reduce its size from 12 directors to 11, eliminating the now-vacant seat.

Key Details

• Mr. Hiroshi Mikitani notified the company of his resignation effective January 13, 2026.
• Rakuten no longer holds a sufficient percentage of the Company’s Class A Common Stock (due to subsequent issuances of Class A shares) to retain the right to designate a director nominee under the Stockholders Agreement.
• Rakuten still retains the right to appoint one observer to the Board.
• The Board reduced its size from 12 to 11 directors on January 16, 2026 to eliminate the vacant seat.
• The filing states the resignation was not due to any disagreement with the Company concerning its operations, policies or practices.

Why It Matters
This is a governance change tied to shifts in shareholder holdings: Rakuten’s reduced ownership removed its director-designation right, triggering the resignation of its designee and a smaller board. For investors, this is a routine board composition update rather than an operational or financial disclosure — it does not report earnings, cash flow, or direct changes in management responsibilities. However, changes in board membership can affect oversight of strategy and partnerships (notably network and spectrum matters in AST SpaceMobile’s business), so investors may watch for future nominations or committee reassignments.