AST SpaceMobile (ASTS) Enters $400M Common Stock Sales Agreement

AST SpaceMobile (NASDAQ: ASTS) disclosed:

We have entered into an Equity Distribution Agreement (the “Sales Agreement”) with B. Riley Securities, Inc., Barclays Capital Inc., BofA Securities, Inc., Cantor Fitzgerald & Co., Deutsche Bank Securities Inc., Roth Capital Partners, LLC, Scotia Capital (USA) Inc. and UBS Securities LLC (collectively, the “agents”) relating to shares of our Class A common stock, par value $0.0001 per share (“Class A Common Stock”), offered by this prospectus supplement. In accordance with the terms of the Sales Agreement, we may offer and sell shares of our Class A Common Stock having an aggregate offering price of up to $400,000,000 from time to time through the agents acting as our sales agents pursuant to this prospectus supplement and the accompanying prospectus.

Our shares of Class A Common Stock are listed on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “ASTS.” On September 3, 2024, the last reported sale price on Nasdaq of our Class A Common Stock was $29.41 per share. Sales of our Class A Common Stock, if any, under this prospectus supplement will be made by any method permitted that is deemed an “at the market offering” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on or through Nasdaq or any other existing trading market in the United States for our Class A Common Stock, sales made to or through a market maker other than on an exchange or otherwise, directly to the agents as principals, in negotiated transactions (including block trades), at market prices prevailing at the time of sale or at prices related to such prevailing market prices and/or in any other method permitted by law. If we and the agents agree on any method of distribution other than sales of shares of our Class A Common Stock on or through Nasdaq or another existing trading market in the United States at market prices, we will file a further prospectus supplement providing all information about such offering as required by Rule 424(b) under the Securities Act. No agent is required to sell any specific number or dollar amount of securities, but each agent has agreed to use its commercially reasonable efforts consistent with its normal trading and sales practices, as our sales agent. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.

Each of the agents will be entitled to compensation of up to 3.0% of the gross sales price for any shares of Class A Common Stock sold through it as a sales agent under the Sales Agreement, as further described in the “Plan of Distribution” section. In connection with the sale of the Class A Common Stock on our behalf, each agent may be deemed to be an “underwriter” within the meaning of the Securities Act, and the compensation of the agents may be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to the agents with respect to certain liabilities, including liabilities under the Securities Act or the Exchange Act of 1934, as amended.

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