Wed Jan 22 21:30:00 UTC 2025: **AST SpaceMobile to Raise $400 Million in Convertible Senior Notes Offering**

**Midland, TX – January 22, 2025** – AST SpaceMobile, Inc. (NASDAQ: ASTS), the developer of a space-based cellular broadband network, announced plans to offer $400 million in convertible senior notes due 2032. The offering, subject to market conditions, will be made to qualified institutional buyers under Rule 144A. The company also intends to grant an option to purchase an additional $60 million in notes.

The notes will accrue interest semiannually and mature on March 1, 2032, unless converted, redeemed, or repurchased earlier. Conversion will be at AST SpaceMobile’s discretion, allowing conversion into cash, shares of Class A common stock, or a combination. Specific terms, including interest rate and conversion rate, will be determined upon pricing.

AST SpaceMobile plans to use a portion of the proceeds to cover costs associated with capped call transactions designed to mitigate potential dilution from note conversions. The remaining proceeds will be used for working capital and general corporate purposes, potentially including strategic transactions.

The company expects to enter into capped call transactions with initial purchasers and/or other financial institutions. These transactions are intended to reduce dilution and offset cash payments exceeding the principal amount of converted notes, subject to a cap. Related hedging activities by counterparties may impact the market price of AST SpaceMobile’s Class A common stock and/or notes.

The notes will be offered privately and are not registered under the Securities Act of 1933. This announcement does not constitute an offer to sell or a solicitation of an offer to buy. Further details are available in the private offering memorandum.

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