AST SpaceMobile, Inc. Announces Launch of Offering of Class A Common Stock
June 27 2023 - 4:31PM
Business Wire
AST SpaceMobile, Inc. (NASDAQ: ASTS) (the “Company” or “AST
SpaceMobile”) announced today the launch of a public offering of
12,000,000 shares of its Class A common stock, par value $0.0001
per share (the “Class A Common Stock”), in an underwritten public
offering. The Company intends to use the net proceeds of the
offering for general corporate purposes, including expected cash
payments related to launch services and related additional
equipment and services in the third quarter of 2023.
The underwriter intends to offer the shares of Class A Common
Stock from time to time for sale in one or more transactions on
Nasdaq, in the over-the-counter market, through negotiated
transactions or otherwise at market prices prevailing at the time
of sale, at prices related to prevailing market prices or at
negotiated prices.
The Company will grant the underwriter a 30-day option to
purchase up to an additional 1,800,000 shares of Class A common
stock.
Barclays is acting as sole book-running manager and underwriter
for the offering.
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. The offering of these securities will be made
only by means of a prospectus supplement and the accompanying
prospectus. Before you invest, you should read the preliminary
prospectus supplement, the accompanying prospectus 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, when
available, may be obtained from Barclays Capital Inc., c/o
Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood,
NY 11717, by telephone at 1-888-603-5847 or by e-mail at
barclaysprospectus@broadridge.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.
Forward‐Looking Statements
This communication contains “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of 1995
(the “PSLRA”) 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, including the
pricing and closing of this offering. These statements are intended
to take advantage of the “safe harbor” provisions of the PSLRA.
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,
2023.
The ongoing testing of the BW3 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, 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 additional 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 section of AST SpaceMobile’s Form 10-K filed with the
SEC on March 31, 2023. 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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version on businesswire.com: https://www.businesswire.com/news/home/20230627463209/en/
Investor Contact: Scott Wisniewski investors@ast-science.com
Media Contact: Allison+Partners Eva Murphy Ryan 917-547-7289
AstSpaceMobile@allisonpr.com
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