AST SpaceMobile, Inc. ("AST SpaceMobile") (NASDAQ: ASTS) is
pleased to announce the closing of its offering of 13,636,364
shares of Class A Common Stock raising gross proceeds of $75.0
million. B. Riley Securities (“B. Riley”) was the sole book-running
manager of the offering. The Company has also granted B. Riley a
30-day option to purchase an additional 2,045,454 shares to cover
over-allotments, if any, which would raise an additional $11.25
million in gross proceeds for AST SpaceMobile if exercised.
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AST SpaceMobile's BlueWalker 3 test
satellite. (Photo: Business Wire)
“We are pleased to announce this successful capital raise as we
continue executing on our mission of connecting the unconnected,”
said Sean Wallace, Chief Financial Officer of AST SpaceMobile. “We
were excited to see the demand for this offering, which allowed us
to upsize the offering from $65 million. We welcome all of our new
stockholders.”
The proceeds will be used for general corporate purposes, and
will contribute to funding production and launch of the first phase
of the Company’s commercial satellites.
The Company has filed a shelf registration statement (including
a prospectus) on Form S-3 with the U.S. Securities and Exchange
Commission (the “SEC”) for the offering to which this communication
relates. The registration statement was declared effective on
November 10, 2022. This offering was made only by means of a
prospectus and prospectus supplement that form a part of the
registration statement. Before you invest, you should read the base
prospectus in that registration statement, the accompanying
prospectus supplement and other documents the Company has filed
with the SEC for more complete information about the Company and
this offering. You may obtain these documents for free by visiting
EDGAR on the SEC’s website at www.sec.gov. Alternatively, copies of
the prospectus supplement and accompanying base prospectus relating
to the offering may be obtained from B. Riley Securities, Inc.,
1300 17th Street North, Suite 1300, Arlington, VA 22209, by
telephone at 1-703-312-9580 or by e-mail at
prospectuses@brileyfin.com.
This press release shall not constitute an offer to sell or the
solicitation of any offer to buy, nor shall there be any sale of
these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
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. 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.
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 BlueWalker 3 (“BW3”) test satellite
may not be completed 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.
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Investor Contact: Scott Wisniewski
investors@ast-science.com
Media Contact: Brandyn Bissinger press@ast-science.com +1
866 845 6521
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