PROSPECTUS
SUPPLEMENT NO. 4
(to
prospectus dated May 14, 2021)
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Filed
pursuant to Rule 424(b)(3)
Registration No. 333-255842
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AST
SPACEMOBILE, INC.
28,750,000
SHARES OF CLASS A COMMON STOCK
6,100,000
WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK
17,600,000
SHARES OF CLASS A COMMON STOCK UNDERLYING WARRANTS
This
prospectus supplement is being filed to update and supplement the information contained in the prospectus dated May 14, 2021 (the “Prospectus”),
related to (i) the offer and sale, from time to time, by the selling stockholders identified in the Prospectus, or their permitted transferees,
of (a) an aggregate of 28,750,000 shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”),
of AST SpaceMobile, Inc., a Delaware corporation, and (b) 6,100,000 warrants to purchase Class A Common Stock at an exercise price of
$11.50 per share (the “private placement warrants”) and (ii) the issuance by us of up to 17,600,000 shares of Class A Common
Stock upon the exercise of outstanding public warrants (the “public warrants”) and private placement warrants (collectively,
the “warrants”), with the information contained in our Current Report on Form 8-K, filed with the Securities and Exchange
Commission (“SEC”) on July 29, 2021 (the “Current Report”). Accordingly, we have attached the Current
Report to this prospectus supplement.
This
prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered
or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should
be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus
supplement, you should rely on the information in this prospectus supplement.
Our
shares of Class A Common Stock are listed on The Nasdaq Capital Market LLC (“Nasdaq”) under the symbol “ASTS.”
On July 28, 2021, the closing sale price per share of our Class A Common Stock was $10.87. Our public warrants are listed on The
Nasdaq Capital Market under the symbol “ASTSW.” On July 28, 2021, the closing sale price per warrant of our public warrants
was $4.27.
Investing
in shares of our Class A Common Stock or warrants involves risks that are described in the “Risk Factors” section beginning
on page 5 of the Prospectus.
Neither
the SEC nor any state securities commission has approved or disapproved of the securities to be issued under the Prospectus or determined
if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The
date of this prospectus supplement is July 29, 2021.
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported) July 23, 2021
AST
SpaceMobile, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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001-39040
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84-2027232
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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Midland
Intl. Air & Space Port
2901
Enterprise Lane
Midland,
Texas
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79706
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(Address
of principal executive offices)
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(Zip
Code)
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(432)
276-3966
Registrant’s
telephone number, including area code
Not
Applicable
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
[
]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[
]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[
]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[
]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Class
A common stock, par value $0.0001 per share
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ASTS
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The
Nasdaq Stock Market LLC
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Warrants
exercisable for one share of Class A common stock at an exercise price of $11.50
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ASTSW
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The
Nasdaq Stock Market LLC
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [X]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 1.01. Entry into a Material Definitive Agreement.
On
July 23, 2021, AST & Science, LLC, a subsidiary of AST SpaceMobile, Inc. (the “Company”) entered into an agreement (the
“Launch Agreement”) with Space Exploration Technologies Corp. (“SpaceX”) relating to the launch of the Company’s
BlueWalker 3 test satellite (“BW3”). As the Company previously disclosed, the launch of BW3 was scheduled to coincide with
the launch of a primary payload from an unrelated entity and the primary payload from such unrelated entity is delayed. In order to obtain
greater certainty regarding the BW3 launch date, the Company entered into the Launch Agreement with SpaceX, an alternate launch provider
offering an available launch period for BW3 beginning March 2022. The exact timing of such launch is contingent on a number
of factors, including satisfactory and timely completion of construction and testing of BW3. The foregoing description of the Launch
Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Launch Agreement, a copy
of which attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits
*
Certain portions of this Exhibit have been redacted pursuant to Item 601(b)(10) of Regulation S-K.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated:
July 29, 2021
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AST
SPACEMOBILE, INC.
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By:
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/s/
Thomas Severson
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Name:
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Thomas
Severson
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Title:
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Chief
Financial and Operating Officer
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Exhibit 10.1
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SpaceX
[REDACTED] Launch Services
Terms and Conditions
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[REDACTED]
LAUNCH SERVICES FOR BLUEWALKER 3 - TERMS AND CONDITIONS
A.
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Agreement.
Your [REDACTED] Launch Services Agreement (Agreement) with us is effective as of the latest signature date below (Effective
Date). The Agreement consists of, expressly incorporates by reference, and is subject to the following documents in this order of
precedence:
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1.
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FAA
Cross-Waiver (as required by 14 CFR § 440.17);
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2.
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SpaceX
Policies comprising SpaceX’s Risk Management Policy (where your and our respective rights and obligations regarding liability,
indemnity and insurance are contained) and Disclaimer of Warranties, are found in the SpaceX Policies attached hereto;
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3.
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These
Terms and Conditions; and
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4.
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Statement
of Work (SOW) and [REDACTED] Payload User’s Guide further defining our [REDACTED] Launch Services,
your required inputs and obligations, and capitalized terms used in this Agreement.
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B.
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Launch
Services. You, the Customer, shall purchase, and we, SpaceX, shall furnish you, the [REDACTED] Launch Services for the
Payload provided by you as defined in the SOW. Additional services may be provided as detailed and priced in the SOW, subject to
the terms of this Agreement.
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C.
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Price,
Payment and Taxes. The price for the Launch Services shall be [REDACTED] U.S. dollars (Price), paid in the following installment
payments to the SpaceX Account: [REDACTED]. Any mass beyond that allowed in the SOW that is requested by Customer or measured
after L-9 shall be priced at [REDACTED] per [REDACTED]. Customer shall pay for any mass beyond that allowed in the
SOW based upon the final as-measured mass, with payment due prior to arrival of the spacecraft at the Launch Site (if no fueling
will occur at the Launch Site) or within 5 days after fueling at the Launch Site. For any late payments, the payor will pay late
fees of 10% per year applied on a daily basis until receipt in full. You shall pay all taxes on your Payload, and we shall pay all
taxes on the Launch Services.
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D.
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Schedule.
The Launch Date shall occur between March 1, 2022 and April 30, 2022 (Launch Period) and shall be determined as defined in the
[REDACTED] Payload User’s Guide. If your Payload will not be ready to launch on the first day of the Launch Period,
we shall have the right to launch any Co-Payload(s) as scheduled without your Payload. If your Payload will not be ready to launch
by the Launch Date, and no Re-booked Mission is mutually agreed upon, SpaceX shall retain the entire Price plus any payments made
or owed for non-standard or mission unique services and hardware already provided to you (Additional Payments), with no further obligation
or liability to you.
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E.
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Re-Booking.
You may submit a request in writing to SpaceX to be re-booked on a subsequent SpaceX mission (Re-booked Mission) using the Form of
Rebooking Agreement in Appendix B. SpaceX shall use reasonable efforts to accept your request, and any Launch Period for the Re-booked
Mission shall be determined by SpaceX. You are limited to one re-booking per Payload. SpaceX’s re-booking program is outlined
in Appendix A.
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F.
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Termination,
Suspension. Either of us may terminate this Agreement for a Material Breach by the other, so long as notice and time to cure
of 15 days for nonpayment, or 90 days for other breaches, are provided and have lapsed. Additionally, if you fail to make a payment
on time and to cure within 15 days of notice, SpaceX may suspend work until payment is received or terminate this contract for your
Material Breach. If you terminate for our Material Breach, we shall return to you all payments you made under this Agreement, without
interest. If we terminate for your Material Breach, we retain all payments made and owed by you as of the date of termination. You
may terminate this agreement at your convenience at any time, in which case SpaceX will retain the amounts paid and due at the time
of termination. You may also terminate this Agreement if we have delayed, including our Excusable Delay, for more than 365 calendar
days, starting from the last date of the Launch Slot as defined in this Agreement, and we shall refund you all payments made under
this Agreement without interest. Any amounts returned to you or retained by SpaceX under this paragraph are returned or retained
without further obligation or liability to you. You may not terminate this Agreement if any payments are due and payable to us under
this Agreement. The late fees, delay fees, readiness failure fees, and termination fees in this Agreement are liquidated damages
based upon good faith estimates of damages to be incurred by late payment, delay or termination, and do not serve as a penalty.
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G.
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Compliance
with Laws; Governing Law and Venue. We both shall comply with all national, federal, state and local licensing requirements,
laws and regulations, including ITAR, EAR, and all other U.S. Customs and U.S. export/import laws, as applicable to our respective
businesses and the Launch Services. For purposes of the Registration Convention, you are responsible for registering the Payload,
and we are responsible for registering the launch vehicle. We shall obtain all Licenses required to carry out the Launch Services,
and you shall obtain all Licenses required to ship and operate the Payload. The laws of the State of New York, U.S.A shall govern
this Agreement and both of our respective performances hereunder, without regard to provisions on the conflicts of laws. All actions
or proceedings arising out of or related to this Agreement shall be litigated exclusively in the Federal courts located in the Southern
and/or Eastern District of New York. We both hereby irrevocably waive any and all right to trial by jury in any legal proceeding
arising out of or related to this Agreement. The provisions of the UN Convention on Contracts for the International Sale of Goods
shall not apply.
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© Space Exploration Technologies Corp. All rights reserved.
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Page 1 of 6
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[CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED]
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SpaceX
[REDACTED] Launch Services
Terms and Conditions
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H.
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Notices.
All notices under this Agreement shall be in writing and shall be sent via electronic, express and/or certified mail to the contacts
identified in the SOW.
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I.
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Publicity.
Neither of us shall make any public announcement, release, or other disclosure of information relating to this Agreement and/or
Launch Service, including the existence of this Agreement, without the agreement of the other, such agreement not to be unreasonably
withheld, conditioned or delayed. To the extent any information relating to this Agreement and/or Launch Services must be disclosed
pursuant to law or regulation, including good faith compliance with the rules and regulations of the Securities and Exchange Commission
and any securities exchange on which the securities of the Disclosing Party or its affiliates is trading, the Disclosing Party shall,
(1) to the extent legally permissible, give prompt notice to the other Party regarding the applicable law or regulation and the information
to be disclosed; and (2) seek confidential treatment for the price and any other relevant portions of any such information as reasonably
determined by SpaceX. The terms of the NDA executed on January 3, 2018 between AST & Science, LLC and SpaceX apply to this Agreement
and its subject matter. The obligations set forth in this Section I shall not apply to information that is publicly available from
any governmental agency or that is or otherwise becomes publicly available without breach of this Agreement.
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J.
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Assignment.
This Agreement creates no joint venture, partnership or agency between us and may not be assigned except to the successor in
a sale, acquisition or merger of the assignor, provided that we can lawfully perform the launch services for the successor. This
Agreement is created solely for the benefit of SpaceX and you, and confers no right or remedies on any third parties.
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K.
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Survivability.
If any portion of this Agreement is held invalid, it shall not affect the validity of the remaining Agreement, unless applying
such remaining portions would frustrate the purpose of this Agreement.
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Both
of us agree that we have read, understood, and agree to, the terms of the Form of FAA Cross-Waiver, the SpaceX Policies, these Terms
and Conditions, the SOW, and the [REDACTED] Payload User’s Guide. The duly authorized officers named below have executed
this Agreement, which supersedes all prior relevant communications, as of the Effective Date.
Space
Exploration Technologies Corp. (SpaceX)
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AST
& Science, LLC (Customer)
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Address:
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1
Rocket Road, Hawthorne, CA 90250
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Address:
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2901
Enterprise Lane Midland, TX 79706
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By:
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/s/
Tom Ochinero
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By:
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/s/
Abel Avellan
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Name/Title:
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Tom
Ochinero, VP of Commercial Sales
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Name/Title:
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Abel
Avellan, CEO
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Date:
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July
23, 2021
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Date:
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July
23, 2021
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© Space Exploration Technologies Corp. All rights reserved.
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Page 2 of 6
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SpaceX
[REDACTED] Launch Services
Terms and Conditions
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APPENDIX
A: RE-BOOKING PROGRAM
You
may submit a request in writing to SpaceX to be re-manifested on a Re-booked Mission using the form of Re-booking Agreement in Appendix
B. Based on the date of SpaceX’s approval of this request. which shall not be unreasonably withheld, the payments made toward your
original Agreement shall be applied per the terms outlined in the table below.
Date
if Re-booking Request Approval
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Re-booking
cost
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Before
L-90
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[REDACTED]
of the Price
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After
L-90
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No
Re-booking
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The
Re-booking costs outlined above are due at the time of Re-booking and may be paid through a reduction in the credit to be applied to
the Re-booked Mission. Remaining payments shall be made according to the payment schedule in Section C with the dates adjusted to reflect
the Launch Period of the Re-booked Mission. Any Additional Payments shall be retained by SpaceX and not credited toward the Rebooked
Mission. All credits toward the Re-booked Mission shall be applied only to future SpaceX launch payments and not otherwise refunded to
you. Solely in the event that SpaceX cannot reasonably provide you a re-booking opportunity within 12 months of the last day of the Launch
Period, You may terminate the Agreement and SpaceX shall retain only 50% of the amounts paid and owed at the time of the request plus
any Additional Payments as compensation for work completed and shall refund 50% of the amounts paid and owed at the time of the request
to you without interest. Any amounts retained by SpaceX under this paragraph are retained without further obligation or liability to
you.
© Space Exploration Technologies Corp. All rights reserved.
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Page 3 of 6
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SpaceX
[REDACTED] Launch Services
Terms and Conditions
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APPENDIX
B: FORM OF RE-BOOKING AGREEMENT
AST
& Science, LLC submits this request to re-book the BlueWalker 3 Payload on a subsequent SpaceX mission, as outlined in the [REDACTED]
Launch Services Agreement dated ________ (Agreement). By submitting this request, you understand and agree that your Payload will not
be included on the originally scheduled mission and all payments made toward the original Agreement will be applied per the Rebooking
Policy outlined in the Appendix A of the Agreement.
Requested
Re-booked Mission (To Be Completed by Customer):
Launch
Period:
Orbital
Parameters:
Perigee
(km):
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Apogee
(km):
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Inclination
(deg)
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Crossing
Time
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LTAN
or LTDN (select one)
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Payload
Modifications Requested: Yes or No (select one)
If
yes please specify: _____________________________________________________________
Price
and Payment Schedule (To Be Completed By SpaceX):
Price
(USD):
Rebooking
Fee:
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Launch:
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TOTAL:
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Payment
Schedule:
Payments
Already Received:
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Signature
+ 5 days:
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L-12:
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L-9:
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L-3:
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TOTAL:
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By
signing below, the Parties agree that this document will amend both the applicable payment dates and prices in section C of the Agreement
and the Launch Period in Section D of the Agreement, to reflect the above changes, and delete section E from the Agreement. All other
terms in the Agreement shall remain the same.
Customer Signature:
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SpaceX Acceptance:
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By:
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By:
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Name/Title:
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Name/Title:
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Date:
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Date:
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© Space Exploration Technologies Corp. All rights reserved.
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Page 4 of 6
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SpaceX
Statement of Work (“SOW”) for [REDACTED] Payload Launch Services
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Subject
to the terms and conditions of the Launch Services Agreement (“LSA”) to which this SOW is attached, this SOW, and the accompanying
[REDACTED] Payload User’s Guide, define the services and deliverables to be provided by both Space Exploration Technologies
Corp. (“SpaceX”) and the [REDACTED] Payload Customer (“Customer”) to launch the [REDACTED] Payload.
The Launch Services shall be considered complete upon Launch and the completion of post-Launch activities detailed in this SOW, but not
complete in the event of a Terminated Ignition.
1
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PAYLOAD
AND MISSION INFORMATION
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1.1
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Payload
Maximum Mass
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[REDACTED]
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1.2
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Payload
Mechanical Interface
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[REDACTED]
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1.3
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Payload
Orbit Parameters
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[REDACTED]
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1.4
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Mission
design by SpaceX shall meet the requirements of the LSA and SOW. SpaceX may:
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Recover
Launch Vehicle hardware
Manifest one or more Co-Payloads
Deploy
Co-Payload(s) into the Payload orbit
Deploy Co-Payload(s) before/after Payload
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1.5
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Mission
Requirements
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Documented
in the Payload to Launch Vehicle Interface Control Document (“ICD”)
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1.6
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Applicable
Documents
(requirements
shall be complied with)
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ICD
- supersedes this SOW once signed
AFSPCMAN
91-710
[REDACTED]
Payload User’s Guide
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1.7
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Reference
Documents
(contextual
or ancillary information)
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SMC-016
CCAFS/VAFB
SpaceX Facility User’s Guide
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2
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CUSTOMER
REQUIREMENTS, SERVICES, AND DELIVERABLES
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Any
material failure by Customer to meet its responsibilities, including any non-compliance with the ICD, may result in a Customer delay
requiring rebooking with applicable fees. Customer shall:
2.1
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Upon
request, provide environmental test plans for Payload qualification, acceptance, and analysis.
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2.2
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Certify
Payload is compatible with the Launch Vehicle maximum predicted environments (“MPE”).
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2.3
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Provide
support and information to enable SpaceX to satisfy the requirements of all applicable regulatory/licensing agencies and associated
statutes.
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2.4
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Provide
to SpaceX the deliverables listed in Table 1.
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2.5
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Verify
compatibility of loads, environments, and deflections between Payload Constituents, if applicable.
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2.6
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Provide
evidence that Payload Constituents will not perform premature deployments.
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2.7
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Allow
SpaceX to perform physical inspection of the Payload during integration, if required.
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2.8
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Serve
as a single point of contact for SpaceX to solicit Launch Range safety inputs for the Payload.
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2.9
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Complete
all stand-alone Launch preparations within seven (7) days of arriving at the Launch Site.
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2.10
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Limit
Launch Site processing team to no more than five (5) persons at any one time.
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2.11
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Provide
SpaceX approved separation system(s) for integrating and deploying spacecraft within the Payload.
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2.12
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If
required, design and build all electrical harnessing between the Payload interface and the Standard Offering Bulkhead as defined
by SpaceX in the ICD and Wire Harness Build Guides.
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2.13
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Be
able to charge Payload batteries while connected to the Launch Vehicle or guarantee that batteries will remain charged and Launch
ready for up to forty-five (45) days without an umbilical connection after fairing encapsulation.
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2.14
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If
required, design and build all electrical harnessing necessary to connect the Payload EGSE to the umbilical junction box, or equivalent
interface, as defined by SpaceX in the ICD and Wire Harness Build Guides.
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2.15
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If
required, support interface compatibility testing between separation device and Launch Vehicle hardware, providing any necessary
test equipment, including test harnessing, as determined by SpaceX.
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2.16
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Complete
Appendix H in the [REDACTED] Payload User’s Guide defining Payload Constituents no later than 2 weeks after Effective
Date of LSA.
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© Space Exploration Technologies Corp. All rights reserved.
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Page 5 of 6
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SpaceX
Statement of Work (“SOW”) for [REDACTED] Payload Launch Services
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3
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SPACEX
REQUIREMENTS, SERVICES, AND DELIVERABLES
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Any
delay by SpaceX may result in changes in the scheduling of the Launch Period, Launch Slot, Launch Interval or Launch Date, such changes
not subject to any Customer rebooking fees. SpaceX shall:
3.1
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Provide
Launch Services for the Mission utilizing a SpaceX Launch Vehicle.
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3.2
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Verify
that the Launch Vehicle meets the requirements of the ICD.
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3.3
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Provide
one redundant deployment command channel and one breakwire channel per Standard Offering Bulkhead.
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3.4
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Provide
a Mechanical Interface Ring for each mechanical interface.
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3.5
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Provide
the electrical harnesses up to the Standard Offering Bulkhead for each mechanical interface.
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3.6
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If
required, design and build all electrical harnessing between the Payload interface and the Standard Offering Bulkhead as defined
by SpaceX in the ICD.
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3.7
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If
required, provide the Payload-side and Launch Vehicle-side bulkhead connectors for the Customer electrical harnessing interface at
the Standard Offering Bulkhead as defined by SpaceX in the ICD.
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3.8
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If
required, provide Payload EGSE-side and SpaceX ground-side bulkhead connector for Customer’s EGSE harnessing as defined by
SpaceX in the ICD.
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3.9
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Provide
the Launch Site facilities, equipment, documentation, and procedures to receive Customer’s hardware, validate interfaces to
Customer’s hardware, integrate the Payload with the Launch Vehicle, and perform a Launch of the Payload.
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3.10
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Provide
overall management and technical direction to perform the tasks delineated in this SOW, including program planning, quality management,
and schedule management.
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4
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PAYLOAD
LICENSING AND REGISTRATION
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Prior
to the arrival of the Payload at the Launch Site, Customer shall:
4.1
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Provide
evidence of insurance for the Payload Customer property, equipment and personnel (with express waivers of subrogation as to SpaceX
and its Related Third Parties).
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4.2
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Provide
evidence that the cross-waivers have been extended to (i) its Payload manufacturer(s); (ii) Related Third Parties with any ownership
interest in the Payload; (iii) Customer’s direct customers for the Payload; and (iv) any other Related Third Parties, respective
contractors, subcontractors and insurers, as requested by SpaceX.
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4.3
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Provide
a letter certifying that Customer has obtained all required Licenses and that all Payload information provided to SpaceX and/or any
licensing agencies is complete and accurate in addition to copies of all required on-orbit licenses.
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All
notices under the Agreement shall be in writing and shall be hand-delivered or sent via electronic, express and/or certified mail to
the contacts specified below All notices, documents, deliverables and other communications between SpaceX and Customer, including by
their respective employees and Related Third Parties shall be in English.
For
correspondence sent to SpaceX, to each of:
SpaceX
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SpaceX
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1
Rocket Road
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1
Rocket Road
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Hawthorne,
CA 90250
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Hawthorne,
CA 90250
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Attn:
[REDACTED]
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Attn:
[REDACTED]
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[REDACTED]
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[REDACTED]
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For
correspondence sent to Customer, to each of:
AST
& Science, LLC
2901
Enterprise Lane
Midland,
TX 79706
Attn:
[REDACTED]
[REDACTED]
© Space Exploration Technologies Corp. All rights reserved.
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Page 6 of 6
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SpaceX
Statement of Work (“SOW”) for [REDACTED] Payload Launch Services
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TABLE
1: PROGRAM MILESTONES, REVIEWS AND DELIVERABLES
Schedule1
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Title
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Purpose
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SpaceX
Deliverables
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Customer
Deliverables
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N/A
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Agreement
Signature
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Provides
authority to proceed with work
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● Signed
Agreement
● TAA
questionnaire or Export Compliance Agreement
● Payload
questionnaire
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● Signed Agreement
● Point of contact
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Signature
+
2weeks
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Mission
Integration Kickoff
(not
a review)
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Provides
the initial project schedule, an introduction to the Range, and analysis templates for Customers to provide inputs to SpaceX.
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● ICD
template
● Launch
Range introduction and Payload Range Safety requirements
● Range
Safety document templates
● Payload
qualification and acceptance approach templates
● Payload
electrical interface pinout worksheet
● Payload
mass properties and deployment characteristics template
● customer
built wire harness build guides
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● Completed
TAA questionnaire or Export Compliance Agreement
● Completed
Payload questionnaire
● Payload
CAD model
● Payload
constituents
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Signature
+
2weeks
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Mission
Integration Analysis Inputs
(not
a review)
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Payload
analysis inputs are provided to SpaceX to begin the Mission Integration
Analyses.
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● Payload
inputs to ICD
● Updated
Payload CAD model (if applicable)
● Payload
dynamic model
● Payload
electrical interface pinout
● Payload
mass properties and deployment characteristics
● Completed
Payload environmental test matrix
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L-6
months
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Interface
Definitions
(not
a review)
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Payload
mechanical and electrical interface definitions defined in the ICD and using supporting documentation from SpaceX and
Customer.
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● Payload-to-LV
electrical interface
● Payload-to-LV
mechanical interface
● ICD
Draft
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L-6
months
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Range
Safety Submissions and Mission planning
(not
a review)
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Initial
Launch campaign planning including SpaceX delivery of badging, schedule, insurance, and licensing information. Initial Range Safety
deliverables from Customer.
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● Launch
Campaign planning package
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● [REDACTED]
Range Safety Checklist
● Program Introduction
● Inputs to Launch Site activity planning
● Payload updates to ICD
● Separation
verification
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L-4
months
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Mission
Integration Analyses
(not
a review)
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Mission
integration analysis results are delivered to the Customer and the initial ICD is prepared for signature after milestone completion.
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● Predicted
orbit injection report
● Coupled
loads analysis results (if required)
● Payload
venting analysis results (if required)
● Payload
separation analysis results (if required)
● Payload
clearance analysis results (if required)
● Launch
integration schedule (preliminary)
● Launch
Campaign Plan (preliminary)
● ICD
Draft (update)
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L-4
months
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Range
Safety Submission
(not a review)
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● Ground
Operating Pan (GOP)
● AFSPCMAN
91-710 tailoring (if required)
● Missile
System PreLaunch Safety Package (MSPSP)
● (if
required)
● Certification
Data for Hazardous Systems (if required)
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© Space Exploration Technologies Corp. All rights reserved.
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Page 1 of 2
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SpaceX
Statement of Work (“SOW”) for [REDACTED] Payload Launch Services
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Schedule1
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Title
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Purpose
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SpaceX
Deliverables
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Customer
Deliverables
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L-3
months
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Final
Mission Integration Analysis Inputs
(not
a review)
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|
|
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● Payload
mass properties and deployment characteristics (update)
● Payload
VerificationTest/Analysis Reports
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L-2
months
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Range
Safety Submission
(not
a review)
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● AFSPCMAN91-710Compliance
Letter
● GOP
Hazardous Procedures
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L-2
months
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Mission
Integration Analyses Final
(not
a review)
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Final
mission integration analysis results are delivered to the Customer.
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● Trajectory
analysis results, including collision avoidance and Monte Carlos
● Mission
analysis updates (if applicable)
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L-2
months
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Launch
Campaign Readiness Review
Held
at SpaceX Headquarters or via teleconference
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Verifies
that all people, parts, and paper are ready for the shipment of the Payload to the Launch Site and are ready to begin Launch Site
activities
|
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● Launch
integration schedule (update)
● Launch
Campaign Plan (update)
● Launch
Range readiness information
● ICD
revision for signature
● Verification
of Compliance to ICD requirements
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● Verification
of Payload Compliance to ICD requirements
● Hourly
Schedule of daily Launch Site operations
● Plan
for Payload and GSE arrival at the Launch Site
● Propellant/Pressurant
arrival information (if
● applicable)
● Badging
Paperwork for All Customers
● Licensing inputs for Mission
● Payload
insurance and cross-waivers
● Launch and In- orbit Insurer Subrogation Waiver (if applicable)
● Payload
mass properties - measured (if not fueling at Launch site)
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Payload
Shipment
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Payload
Shipment
(not
a review)
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Verifies
Payload licensing is in place prior to shipment to the Launch Site.
|
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● Payload
Licensing Certification
● Copies
of all required on-orbit Payload licenses
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Payload
Arrival
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Payload
Arrival
Held
at Launch Site
|
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Provides
important information for working at the Launch Site.
|
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● Launch
Campaign arrival briefing
|
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● Launch
site awareness training complete
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Payload
Arrival
to
Launch
|
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Launch
Campaign
|
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● Hazardous
operations planning meetings (if required)
● Electrical
checkout results
● Daily
environmental reports
● DaiIy
Launch Campaign schedule
|
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● Payload
mass properties - measured (if fueling at launch site)
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L-1day
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Launch
Readiness
(not
a review)
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An
exchange of Readiness notifications for Launch
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● Launch
Vehicle readiness certificate
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● Payload
Launch readiness certificate
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Separation
+
TBD2 min
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Orbit
Injection report
(not
a review)
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Deliver
best-estimate state vector, altitude, and attitude rate based on initial data
|
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● Orbit
Injection Report (via electronic delivery)
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Launch
+
2 Weeks
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Payload
Status
(not
a review)
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Customer
delivers status of Payload after separation.
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● Payload
operations status
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Notes:
1.
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Assumes
the first day of the Launch Period as defined in the LSA until the Launch Date is further defined.
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2.
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Depends
on the trajectory, ground station locations, and other factors that may remain unknown as of Agreement Signature.
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© Space Exploration Technologies Corp. All rights reserved.
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Page 2 of 2
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SpaceX Policies
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SPACEX
POLICIES
THE
FOLLOWING TERMS ARE IN ADDITION TO, AND INCORPORATED INTO, SPACEX’S LAUNCH SERVICES AGREEMENT. CAPITALIZED TERMS NOT DEFINED HEREIN
ARE DEFINED IN A CUSTOMER’S STATEMENT OF WORK FOR THAT PARTICULAR LAUNCH.
SPACEX
DISCLAIMER OF WARRANTIES
SpaceX
has not made, nor does it make, any representation or warranty, whether written or oral, express or implied, including, but not limited
to, any warranty of design, operation, quality, workmanship, suitability, result, merchantability, or fitness for a particular purpose
with respect to the Launch Vehicle, the Launch Services, or any associated equipment or services. Any implied warranties, including warranties
of merchantability and fitness for a particular purpose, are hereby expressly disclaimed.
SPACEX
RISK MANAGEMENT POLICY
1.
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Liability
for Damages. In no event shall either SpaceX or Customer be liable for any indirect, special, incidental, exemplary, punitive
or consequential damages, for specific performance, for the cost of procurement of substitute products or services, for lost revenues
or profits, arising out of or related to the Agreement, howsoever caused and regardless of the theory of liability, whether based
in contract, tort, equity or otherwise, including negligence, product liability, strict liability, or any other theory of liability.
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To
the fullest extent permitted by law, SpaceX’s total and cumulative liability arising out of or related to a Launch Services
Agreement howsoever caused and regardless of the theory of liability, whether based in contract, tort, equity or otherwise, including
negligence, product liability, strict liability, or any other theory of liability, shall in no event exceed the amounts received
by SpaceX from Customer for the applicable Launch Services. To the fullest extent permitted by law, Customer’s total and cumulative
liability arising out of or related to a Launch Services Agreement howsoever caused and regardless of the theory of liability, whether
based in contract, tort, equity or otherwise, including negligence, product liability, strict liability, or any other theory of liability,
shall in no event exceed an amount equal to the sum of all amounts received by and due and owing to SpaceX from Customer for the
Launch Services. Customer shall be exclusively liable for any damage to the Payload and Payload-related equipment including, but
not limited to, damage from static fires of the Launch Vehicle, other pre-Launch activities, Launch, and on-orbit operations. Except
as expressly set forth below, Customer shall be responsible for procuring all insurances related to the Payload (with express waivers
of subrogation as to SpaceX and its related third parties).
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The
limitations set forth in this Section shall not apply to (i) the Parties’ indemnification obligations, including such obligations
in Section 5(c) below, and (ii) breaches of the Parties confidentiality obligations set forth in the NDA.
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Space Exploration Technologies Corp. Proprietary and Confidential
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1
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SpaceX Policies
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2.
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Insurance.
SpaceX shall satisfy (at its own expense) third-party launch liability insurance requirements in the amounts required by and
consistent with applicable United States federal regulations and statutes governing commercial space launches. Such insurance shall
cover death, bodily injury, property loss and damage to third parties for such launch activities as are prescribed by the Commercial
Space Launch Act (“CSLA”) and the terms of the launch license issued to SpaceX pursuant thereto (“Launch Activities”).
Third-party launch liability insurance does not cover any loss or damage to the Payload or any Customer property, equipment, or personnel
(or the property, equipment, or personnel of Customer’s Related Third Parties). Insurance coverage for the Payload, Customer
property, equipment, and personnel (and the property, equipment, or personnel of Customer’s Related Third Parties), shall be
purchased by Customer (or one of its Related Third Parties) prior to the arrival of the Payload at the Launch Site, and shall contain
an express waiver of subrogation as to SpaceX and its Related Third Parties. Customer shall provide certificates of insurance and
relevant excerpts from such policies to SpaceX once such insurance is procured.
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3.
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Excess
Third-Party Liability for Launch Activities. To the extent not covered by third-party launch liability insurance or eligible
for coverage by the United States Government pursuant to the CSLA, SpaceX shall be exclusively liable to third parties for any death,
injury, loss or damage arising out of or related to the Launch Activities caused by SpaceX or its equipment (including the Launch
Vehicle or parts or components thereof), and Customer shall be exclusively liable to third parties for any death, injury, loss or
damage arising out of or related to the Launch Activities caused by Customer or its equipment (including the Payload or parts or
components thereof).
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4.
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Insurance
Support. Subject to compliance with applicable law, the Parties shall cooperate with each other’s efforts to obtain and
maintain, and to file and settle any insurance claims arising out of or related to activities relating to the performance of the
Agreement. Such cooperation may include preparing a launch industry-standard insurance briefing package, responding to insurers’
questions, delivering requested information regarding the Launch Vehicle and the Launch Range, conducting insurance briefings and
facilitating site inspections as required to obtain and maintain such insurance.
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5.
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Cross-Waivers;
Indemnification.
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a.
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Waivers.
Customer and SpaceX agree not to sue or otherwise bring a claim against the other Party, such Party’s Related Third Parties,
any Primary or Secondary Payload Customers, the Related Third Parties of any Primary or Secondary Payload Customer, or the U.S. Government
or its contractors or subcontractors for any injury, death, property loss or damage (including, loss of or damage to the Payload,
the Primary and Secondary Payload(s), the Launch Vehicle, or other financial loss), sustained by it or its employees, officers, directors
or agents, arising out of or related to activities relating to the performance of the Agreement, regardless of fault. Such waiver
shall not apply to claims for payments of the Launch Price, delay fees, late fees or termination fees, or charges for additional
services under the Agreement.
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Space Exploration Technologies Corp. Proprietary and Confidential
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2
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SpaceX Policies
|
b.
|
Extension
of Waivers. Customer and SpaceX hereby agree to extend the waiver of claims and release of liability herein to their Related
Third Parties, respective contractors, subcontractors and insurers, requiring them to waive (in writing) the right to sue or otherwise
bring a claim against the other Party or that Party’s Related Third Parties, any Primary or Secondary Payload Customers or
their Related Third Parties, or the U.S. Government or its contractors or subcontractors for any injury, death, property loss or
damage (including loss of or damage to the Payload, the Primary and Secondary Payload(s), the Launch Vehicle, or other financial
loss) sustained by them or any of their employees, officers, directors or agents, arising out of or related to activities relating
to the performance of the Agreement.
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c.
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Indemnification.
Customer and SpaceX hereby agree to indemnify and hold harmless the other Party from and against any liability or expense, including
attorneys’ fees, resulting from (i) any suit or claim by the indemnifying Party’s Related Third Parties for any injury,
death, property loss or damage (including loss of or damage to the Payload, the Launch Vehicle, or other loss) sustained by it or
any of its employees, officers, directors or agents, arising out of or related to activities relating to the performance of the applicable
Launch Services Agreement; and (ii) any suit or claim by a third party arising out of or related to an allegation that: (a) a Party’s
performance under a Launch Services Agreement; or (b) the design, manufacture or operation of the Launch Vehicle (by SpaceX and its
Related Third Parties) or Payload (by Customer and its Related Third Parties), or any corresponding support equipment, infringes
any third party’s intellectual property rights.
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d.
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Indemnification
Process. All indemnification obligations in this Agreement are subject to the indemnified Party (i) promptly notifying the indemnifying
Party in writing of the claim; (ii) allowing the indemnifying Party control of the claim; (iii) not making any admission in relation
to the claim or agreeing to any settlement without the prior written consent of the indemnifying Party; and (iv) cooperating with
the indemnifying Party in the defense and any related settlement negotiations.
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e.
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Applicability.
The obligation to waive claims shall apply to the Parties’ contractors, subcontractors and insurers (at every tier) that
are involved in activities relating to the performance of the applicable Launch Services Agreement. The waivers shall apply regardless
of the theory of liability, whether based in contract, tort, equity or otherwise, including negligence, product liability, strict
liability, or any other theory of liability. Each Party agrees to obtain insurance to the extent it deems such insurance necessary,
or no insurance if not deemed necessary, to cover death, injury, loss or damage for which it has waived the right to sue or bring
a claim against the other Party, and each Party agrees to obtain a waiver of subrogation rights from any insurer providing such insurance
coverage. Nothing in this Section 5(e) shall preclude either Party from suing or otherwise bringing a claim against its own Related
Third Parties. The Parties agree to memorialize certain of the rights and obligations described in this Section 5(e) in an agreement
advised or required by the appropriate U.S. regulatory authorities, to include execution of the form of cross-waivers found at this
site:
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Please
see the current form United States FAA Cross-Waiver at the following hyperlink:
http://www.ecfr.gov/cgi-bin/text-idx?SID=ca4bbb8cb08816a834838a65427aa135&node=pt14.4.440&rgn=div5
In
the event this link is ever inactive, the Form of Cross Waiver shall be the most recent Form of Cross-Waiver published in the United
States Code of Federal Regulations.
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Space Exploration Technologies Corp. Proprietary and Confidential
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3
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