Item
8.01. Other Events.
On
November 14, 2022, the Company announced that it had successfully completed deployment of the communications array for
its test satellite, BlueWalker 3 (“BW3”), in orbit. BW3 is designed to communicate directly with cellular devices via 3GPP
standard frequencies.
Forward-Looking
Statements
This
communication contains “forward-looking statements” that are not historical facts, and involve risks and uncertainties that
could cause actual results of AST SpaceMobile to differ materially from those expected and projected. 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 involve significant risks and uncertainties that could cause the actual results to differ materially from
the expected results. Most of these factors are outside AST SpaceMobile’s control and are difficult to predict. Factors that may
cause such differences include, but are not limited to: (i) expectations regarding AST SpaceMobile’s strategies and future financial
performance, including AST’s future business plans or objectives, expected functionality of the SpaceMobile Service, anticipated
timing and level of deployment of satellites, anticipated demand and acceptance of mobile satellite services, prospective performance
and commercial opportunities and competitors, the timing of obtaining regulatory approvals, ability to finance its research and development
activities, commercial partnership acquisition and retention, products and services, pricing, marketing plans, operating expenses, market
trends, revenues, liquidity, cash flows and uses of cash, capital expenditures, and AST’s ability to invest in growth initiatives;
(ii) the negotiation of definitive agreements with mobile network operators relating to the SpaceMobile service that would supersede
preliminary agreements and memoranda of understanding; (iii) the ability of AST SpaceMobile to grow and manage growth profitably and
retain its key employees and AST SpaceMobile’s responses to actions of its competitors and its ability to effectively compete;
(iv) changes in applicable laws or regulations; (v) the possibility that AST SpaceMobile may be adversely affected by other economic,
business, and/or competitive factors; (vi) the outcome of any legal proceedings that may be instituted against AST SpaceMobile; and (vii)
other risks and uncertainties indicated in the Company’s filings with the SEC, including those in the Risk Factors section of AST
SpaceMobile’s Form 10-K filed with the SEC on March 31, 2022.
The
planned testing of the BW3 test satellite may not be completed as currently planned due to a variety of factors, which could include
loss of satellite connectivity, destruction of the satellite, or other communication failures, and even if completed as planned, the
BW3 testing may indicate adjustments that are needed or modifications that must be made, any of which could result in additional costs,
which could be material, and delays in commercializing our service. If there are delays or issues with our testing, it may become more
costly to raise capital, if we are able to do so at all.
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 incorporated
by reference into AST SpaceMobile’s Form 10-K filed with the SEC on March 31, 2022. 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.