AST SpaceMobile, Inc. Announces Pricing of $100,000,000 Public Offering of Class A Common Stock
January 18 2024 - 9:18PM
Business Wire
AST SpaceMobile, Inc. (NASDAQ: ASTS) (the “Company” or “AST
SpaceMobile”) announced today the pricing of its previously
announced public offering of its Class A common stock, par value
$0.0001 per share (the “Class A Common Stock”). The Company has
agreed to sell 32,258,064 shares of Class A Common Stock at a price
to the public of $3.10 per share. The Company has granted the
underwriter a 30-day option to purchase up to an additional
4,838,709 shares of Class A Common Stock at the public offering
price, less the underwriting discounts and commissions. The gross
proceeds to the Company from the offering, before deducting
underwriting discounts, commissions and other offering expenses,
will be approximately $100,000,000 million ($115,000,000 million if
the underwriter exercises its option to purchase additional shares
in full). The Company intends to use the net proceeds of the
offering for general corporate purposes.
The offering is expected to close on January 23, 2024, subject
to the satisfaction of customary closing conditions.
UBS Investment Bank and Barclays are acting as joint
book-running managers for the offering. Deutsche Bank Securities,
B. Riley Securities and Scotiabank are also acting as joint
book-runners 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. 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, when available, may be obtained from UBS
Securities LLC, Attention: Prospectus Department, 1285 Avenue Of
The Americas, New York, NY 10019, or by email
ol-prospectus-request@ubs.com; Barclays Capital Inc., c/o
Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood,
New York, 11717, by email: Barclaysprospectus@broadridge.com, or by
telephone: (888) 603-5847.
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” 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 of the launch of the Block 1 Bluebird
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 and the
ability to enter into commercial agreements with other parties or
government entities; (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.
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, 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/20240118143218/en/
Investors: Scott Wisniewski investors@ast-science.com
Media: Allison Zac Rivera 347-251-1662
AstSpaceMobile@allisonpr.com
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