AST SpaceMobile Announces Closing of Private Offering of $460.0 Million of Convertible Senior Notes Due 2032

Strengthens balance sheet with nearly $1 billion in pro forma cash to accelerate company manufacturing plan

Structured efficiently with seven-year maturity and $44.98 effective conversion price

AST SpaceMobile, Inc. ("AST SpaceMobile") (NASDAQ:ASTS), the company building the first and only space-based cellular broadband network accessible directly by everyday smartphones, designed for both commercial and government applications, today announced the closing of $460.0 million aggregate principal amount of convertible senior notes due 2032 (the "notes") including the exercise in full of the option granted to the initial purchasers to purchase up to $60.0 million aggregate principal amount of notes.

"This successful financing enables us to accelerate our mission of delivering the world's first space-based cellular broadband network," said Abel Avellan, Founder, Chairman, and CEO of AST SpaceMobile. "With nearly $1 billion in cash on our balance sheet, we are now equipped to fast-track the production and launch of our revolutionary network."

Scott Wisniewski, AST SpaceMobile President, added "The convertible offering was structured with an attractive 4.25% interest rate, significantly lower than previous debt funding, a seven-year maturity and an effective conversion price of $44.98 per share designed to minimize shareholder impact."

As part of the transaction, AST SpaceMobile purchased a capped call hedge to increase the effective conversion premium to 100% of AST SpaceMobile's share price on January 22, 2025. As a result of the related capped call transactions, dilution or cash obligations upon a conversion of the notes should be mitigated by the increase in the effective conversion price of the notes to $44.98 per share of AST SpaceMobile's Class A common stock, which represents a premium of 100% over the last reported sale price of the AST SpaceMobile's Class A common stock of $22.49 per share on January 22, 2025. As a result, the effective dilution to existing shareholders would be approximately 3% at the effective conversion price.

AST SpaceMobile has the optionality to settle any conversions in cash, shares of its Class A common stock, or a combination of cash and shares to further influence potential dilution or cash obligations upon any future conversion of the notes.

About AST SpaceMobile

AST SpaceMobile is building the first and only global cellular broadband network in space to operate directly with standard, unmodified mobile devices based on our extensive IP and patent portfolio, and designed for both commercial and government applications. Our engineers and space scientists are on a mission to eliminate the connectivity gaps faced by today's five billion mobile subscribers and finally bring broadband to the billions who remain unconnected. For more information, follow AST SpaceMobile on YouTube, X (Formerly Twitter), LinkedIn and Facebook.

Forward-Looking Statements

This communication contains "forward-looking statements" that are not historical facts, including statements regarding AST SpaceMobile's plans for growth, the potential dilution or cash obligations relating to the conversion of the notes, the use of the net proceeds from the sale of the notes, and the future settlement of the conversion of the notes. These forward-looking statements can be identified by the use of forward-looking terminology, including the words "believes," "estimates," "anticipates," "expects," "intends," "plans," "may," "will," "would," "potential," "projects," "predicts," "continue," or "should," or, in each case, their negative or other variations or comparable terminology. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results.

AST SpaceMobile cautions that the foregoing list of factors is not exclusive. AST SpaceMobile cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors in AST SpaceMobile's Form 10-Q filed with the SEC on November 14, 2024, and Form 10-K filed with the SEC on April 1, 2024. AST SpaceMobile's securities filings can be accessed on the EDGAR section of the SEC's website at www.sec.gov. Except as expressly required by applicable securities law, AST SpaceMobile disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

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Investor Contact:

Scott Wisniewski

[email protected]



Media Contacts:

Allison

Eva Murphy Ryan

917-547-7289

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