8-K
0001780312false00017803122022-08-152022-08-150001780312asts:WarrantsExercisableForOneShareOfClassCommonStockAtExercisePriceOf11.50Member2022-08-152022-08-150001780312asts:ClassCommonStockParValue00001PerShareMember2022-08-152022-08-15

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 15, 2022

 

 

AST SpaceMobile, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-39040

84-2027232

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

Midland Intl. Air & Space Port

2901 Enterprise Lane

 

Midland, Texas

 

79706

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (432) 276-3966

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Class A common stock, par value $0.0001 per share

 

ASTS

 

The NASDAQ Stock Market LLC

Warrants exercisable for one share of Class A common stock at an exercise price of $11.50

 

ASTSW

 

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 


Item 2.02. Results of Operations and Financial Condition.

 

On August 15, 2022, AST SpaceMobile, Inc. (“AST SpaceMobile” or the “Company”) issued a press release announcing financial results for the three and six months ended June 30, 2022. A copy of the press release is attached hereto as Exhibit 99.1.

 

The information included in this Item 2.02 and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 7.01. Regulation FD Disclosure.

 

AST SpaceMobile is also furnishing a Second Quarter Business Update, dated August 15, 2022 (the “Presentation”), attached as Exhibit 99.2 to this Current Report on Form 8-K, which may be referred to on the Company’s second quarter 2022 conference call to be held on August 15, 2022. The Presentation will also be available on the Company’s website at www.ast-science.com.

 

The information included in this Item 7.01 and in Exhibit 99.2 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.

Description

99.1

Press Release dated August 15, 2022

99.2

Second Quarter 2022 Business Update

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

AST SPACEMOBILE, INC.

 

 

 

 

Date:

August 15, 2022

By:

/s/ Sean R. Wallace

 

 

 

Name: Sean R. Wallace
Title: Chief Financial Officer

 


EX-99.1

 

PRESS RELEASE EXHIBIT 99.1

 

https://cdn.kscope.io/2f477afdab10aa536bf65b5970e0cc09-img92124820_0.jpg 

 

AST SpaceMobile Provides Second Quarter 2022 Business Update

 

MIDLAND, TX, August 15, 2022 – AST SpaceMobile, Inc. (“AST SpaceMobile”) (NASDAQ: ASTS), the company building the first and only space-based cellular broadband network accessible directly by standard mobile phones, today is providing its business update for the second quarter ended June 30, 2022.

 

“We are thrilled to be on-site at Cape Canaveral, FL, taking our BlueWalker 3 test satellite through final preparations and continuation of testing for the upcoming planned launch to low Earth Orbit in early to mid-September,” said Abel Avellan, Chairman and CEO of AST SpaceMobile. “Alongside this milestone, the team is hard at work in preparing our Texas headquarters and extension facility for future production of our initial BlueBird satellites.

 

Business Highlights

Completed final assembly, integration, and ground transportation of the BlueWalker 3 test satellite to Cape Canaveral, FL, with an upcoming planned launch window for early to mid-September 1
Once BlueWalker 3 is operational following in-orbit testing and configuration, testing is planned with MNOs and equipment providers on all 6 inhabited continents
Next five satellites are under initial phase of component construction, with most of the design based on similar technology to BlueWalker 3, including FPGA (Field Programmable Gate Array), reaction wheels and antennas, with launch planned in late 2023
Commercial agreements in place with suppliers for most components of the next five Block 1 BlueBird satellites and next generation satellites
Announced a five-year 4G LTE/5G technology agreement with Nokia for the integration of Nokia’s AirScale System, which is planned to be offered as part of SpaceMobile’s MNO infrastructure
Grew portfolio of patent- and patent-pending claims to more than 2,400 worldwide as of August 15, 2022, compared to more than 2,300 as of May 16, 2022
Executed a definitive agreement to sell its majority ownership stake in NanoAvionika UAB. The transaction values NanoAvionika UAB at an enterprise valuation of €65 million and is expected to close in the third quarter of 2022, subject to customary closing conditions, including required regulatory review; the Company expects to receive approximately $27 million in net proceeds at closing

 

[1] The actual launch date remains subject to change and is contingent on a number of factors including, but not limited to testing, timely readiness of the launch vehicle and other unknowns including, but not limited to, weather conditions or technical problems.


 

Second Quarter 2022 Financial Highlights

Ended the second quarter with cash and cash equivalents of $202.4 million
Total operating expenses increased by $2.7 million to $35.4 million for the second quarter of 2022, as compared to $32.7 million in the first quarter of 2022, due to a $1.4 million increase in general and administrative costs, $0.9 million increase in research and development costs, $0.3 million increase in engineering services, and $0.1 million increase in depreciation and amortization
As of June 30, 2022, the Company incurred $86.6 million of capitalized costs (including launch cost and non-recurring engineering costs) related to the construction and testing of the BlueWalker 3 test satellite
As of June 30, 2022, the Company capitalized approximately $37.7 million in property and equipment primarily related to the Texas facilities, satellite antennas, test equipment, and leasehold improvements

 

Conference Call Information

AST SpaceMobile will hold a quarterly business update conference call at 5:00 p.m. (Eastern Time) today, August 15, 2022. The call will be accessible via a live webcast on the Events page of AST SpaceMobile’s Investor Relations website at https://investors.ast-science.com/. An archive of the webcast will be available shortly after the call.

 

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. For more information, follow AST SpaceMobile on YouTube, Twitter, LinkedIn and Facebook. Watch this video for an overview of the SpaceMobile mission.

 

 


 

 

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.

 

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.

 

 

 


 

AST SPACEMOBILE, INC.

 

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

 

(dollars in thousands, except share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30,
2022

 

 

December 31,
2021

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

202,371

 

 

$

321,787

 

Restricted cash

 

 

-

 

 

 

2,750

 

Accounts receivable

 

 

3,569

 

 

 

2,173

 

Inventories

 

 

3,520

 

 

 

1,412

 

Prepaid expenses

 

 

7,020

 

 

 

2,831

 

Other current assets

 

 

16,446

 

 

 

4,850

 

Total current assets

 

 

232,926

 

 

 

335,803

 

 

 

 

 

 

 

 

Property and equipment:

 

 

 

 

 

 

BlueWalker 3 satellite - construction in progress

 

 

86,584

 

 

 

67,615

 

Property and equipment, net

 

 

37,725

 

 

 

28,327

 

Total property and equipment, net

 

 

124,309

 

 

 

95,942

 

 

 

 

 

 

 

 

Other non-current assets:

 

 

 

 

 

 

Operating lease right-of-use assets, net

 

 

7,731

 

 

 

7,991

 

Goodwill

 

 

3,355

 

 

 

3,641

 

Other non-current assets

 

 

16,543

 

 

 

559

 

Total other non-current assets

 

 

27,629

 

 

 

12,191

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

384,864

 

 

$

443,936

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

5,157

 

 

$

6,638

 

Accrued expenses and other current liabilities

 

 

8,670

 

 

 

7,469

 

Deferred revenue

 

 

7,490

 

 

 

6,636

 

Current operating lease liabilities

 

 

858

 

 

 

634

 

Total current liabilities

 

 

22,175

 

 

 

21,377

 

 

 

 

 

 

 

 

Warrant liabilities

 

 

40,495

 

 

 

58,062

 

Non-current operating lease liabilities

 

 

7,040

 

 

 

7,525

 

Long-term debt

 

 

4,880

 

 

 

5,000

 

Total liabilities

 

 

74,590

 

 

 

91,964

 

 

 

 

 

 

 

 

Commitments and contingencies (Note 7)

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders' Equity:

 

 

 

 

 

 

Class A Common Stock, $.0001 par value; 800,000,000 shares authorized; 51,945,785 and 51,730,904 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively.

 

 

5

 

 

 

5

 

Class B Common Stock, $.0001 par value; 200,000,000 shares authorized; 51,636,922 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively.

 

 

5

 

 

 

5

 

Class C Common Stock, $.0001 par value; 125,000,000 shares authorized; 78,163,078 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively.

 

 

8

 

 

 

8

 

Additional paid-in capital

 

 

175,400

 

 

 

171,155

 

Accumulated other comprehensive loss

 

 

(526

)

 

 

(433

)

Accumulated deficit

 

 

(84,106

)

 

 

(70,461

)

Noncontrolling interest

 

 

219,488

 

 

 

251,693

 

Total stockholders' equity

 

 

310,274

 

 

 

351,972

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 

$

384,864

 

 

$

443,936

 

 

 

 

 

 

 

 

 

 

 

 


 

 

AST SPACEMOBILE, INC.

 

 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

 

 

(dollars in thousands, except share and per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended June 30,

 

 

 

For the Six Months Ended June 30,

 

 

 

 

2022

 

 

2021

 

 

 

2022

 

 

2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

7,264

 

 

$

2,773

 

 

 

$

9,658

 

 

$

3,735

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of sales (exclusive of items shown separately below)

 

 

2,202

 

 

 

1,112

 

 

 

 

4,189

 

 

 

2,019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

 

5,062

 

 

 

1,661

 

 

 

 

5,469

 

 

 

1,716

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Engineering services

 

 

11,999

 

 

 

5,784

 

 

 

 

23,716

 

 

 

10,731

 

 

General and administrative costs

 

 

13,075

 

 

 

9,157

 

 

 

 

24,718

 

 

 

14,693

 

 

Research and development costs

 

 

9,145

 

 

 

9,589

 

 

 

 

17,426

 

 

 

10,603

 

 

Depreciation and amortization

 

 

1,185

 

 

 

567

 

 

 

 

2,285

 

 

 

1,182

 

 

Total operating expenses

 

 

35,404

 

 

 

25,097

 

 

 

 

68,145

 

 

 

37,209

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gain (loss) on remeasurement of warrant liabilities

 

 

23,049

 

 

 

(41,677

)

 

 

 

17,567

 

 

 

(41,677

)

 

Other expense, net

 

 

(679

)

 

 

-

 

 

 

 

(664

)

 

 

(28

)

 

Total other income (expense), net

 

 

22,370

 

 

 

(41,677

)

 

 

 

16,903

 

 

 

(41,705

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss before income tax expense

 

 

(7,972

)

 

 

(65,113

)

 

 

 

(45,773

)

 

 

(77,198

)

 

Income tax expense

 

 

96

 

 

 

56

 

 

 

 

198

 

 

 

57

 

 

Net loss before allocation to noncontrolling interest

 

 

(8,068

)

 

 

(65,169

)

 

 

 

(45,971

)

 

 

(77,255

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss attributable to noncontrolling interest

 

 

(5,144

)

 

 

(45,191

)

 

 

 

(32,326

)

 

 

(45,697

)

 

Net loss attributable to common stockholders

 

$

(2,924

)

 

$

(19,978

)

 

 

$

(13,645

)

 

$

(31,558

)

 

Net loss per share of common stock attributable to common stockholders (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

$

(0.06

)

 

$

(0.39

)

 

 

$

(0.26

)

 

$

(0.39

)

 

Weighted average shares used in computing net loss per share of common stock (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

 

51,868,658

 

 

 

51,729,704

 

 

 

 

51,814,888

 

 

 

51,729,704

 

 

 

(1)
Earnings per share information excludes earnings for the periods prior to the Business Combination, as it resulted in values that would not be meaningful to the users of these condensed consolidated financial statements. Refer to Note 14 in the Notes to the Condensed Consolidated Financial Statements (Unaudited) included in our Form 10-Q for the quarter ended June 30, 2022 for further information.

 

 

 


 

 

AST SPACEMOBILE, INC.

 

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

 

(dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended June 30,

 

 

For the Six Months Ended June 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss before allocation to noncontrolling interest

 

$

(8,068

)

 

$

(65,169

)

 

$

(45,971

)

 

$

(77,255

)

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

 

(166

)

 

 

(16

)

 

 

(598

)

 

 

(281

)

Total other comprehensive loss

 

 

(166

)

 

 

(16

)

 

 

(598

)

 

 

(281

)

Total comprehensive loss before allocation to noncontrolling interest

 

 

(8,234

)

 

 

(65,185

)

 

 

(46,569

)

 

 

(77,536

)

Comprehensive loss attributable to noncontrolling interest

 

 

(5,289

)

 

 

(45,199

)

 

 

(32,831

)

 

 

(45,773

)

Comprehensive loss attributable to common stockholders

 

$

(2,945

)

 

$

(19,986

)

 

$

(13,738

)

 

$

(31,763

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

AST SPACEMOBILE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(dollars in thousands)

 

 

 

 

For the Six Months Ended June 30,

 

 

 

 

2022

 

 

2021

 

 

 

 

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

 

 

 

Net loss before allocation to noncontrolling interest

 

 

$

(45,971

)

 

$

(77,255

)

Adjustments to reconcile net loss before noncontrolling interest to cash
used in operating activities:

 

 

 

 

 

 

 

Depreciation and amortization

 

 

 

2,285

 

 

 

1,182

 

(Gain) loss on remeasurement of warrant liabilities

 

 

 

(17,567

)

 

 

41,677

 

Non-cash lease expense

 

 

 

267

 

 

 

371

 

Stock-based compensation

 

 

 

4,695

 

 

 

598

 

Issuance of common stock for commitment shares

 

 

 

190

 

 

 

-

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

Accounts receivable

 

 

 

(1,613

)

 

 

748

 

Prepaid expenses and other current assets

 

 

 

(16,332

)

 

 

(3,519

)

Inventory

 

 

 

(2,313

)

 

 

(1,163

)

Accounts payable and accrued expenses

 

 

 

2,838

 

 

 

112

 

Operating lease liabilities

 

 

 

(261

)

 

 

(220

)

Deferred revenue

 

 

 

1,393

 

 

 

1,828

 

Other assets and liabilities

 

 

 

(16,116

)

 

 

(2,731

)

Net cash used in operating activities

 

 

 

(88,505

)

 

 

(38,372

)

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

Purchase of property and equipment

 

 

 

(12,197

)

 

 

(6,998

)

BlueWalker 3 satellite - construction in process

 

 

 

(21,403

)

 

 

(11,600

)

Net cash used in investing activities

 

 

 

(33,600

)

 

 

(18,598

)

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

Proceeds from business combination

 

 

 

-

 

 

 

456,420

 

Direct and incremental costs incurred for the Business Combination

 

 

 

-

 

 

 

(39,542

)

Proceeds from warrant exercises

 

 

 

33

 

 

 

-

 

Proceeds from debt

 

 

 

230

 

 

 

-

 

Net cash provided by financing activities

 

 

 

263

 

 

 

416,878

 

 

 

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

 

 

 

(324

)

 

 

(73

)

 

 

 

 

 

 

 

 

Net (decrease) increase in cash, cash equivalents and restricted cash

 

 

 

(122,166

)

 

 

359,835

 

Cash, cash equivalents and restricted cash, beginning of period

 

 

 

324,537

 

 

 

42,777

 

Cash, cash equivalents and restricted cash, end of period

 

 

$

202,371

 

 

$

402,612

 

 

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

 

Non-cash transactions:

 

 

 

 

 

 

 

Purchases of construction in process in accounts payable

 

 

$

1,648

 

 

$

1,813

 

Purchases of property and equipment in accounts payable

 

 

 

70

 

 

 

517

 

Right-of-use assets obtained in exchange for operating lease liabilities

 

 

 

272

 

 

 

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Investor Contact:

Scott Wisniewski

investors@ast-science.com

 

Media Contact:

Brandyn Bissinger

 


 

press@ast-science.com

+1 866 845 6521

 


Slide 1

Transforming how the world connects Business Update – Second Quarter 2022 August 15, 2022 NASDAQ: ASTS


Slide 2

ast-science.com Forward Looking Statements The information in this presentation and the oral statements made in connection therewith includes “forward-looking statements” for the purposes of federal securities laws that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact in this presentation and the oral statements made in connection therewith regarding AST SpaceMobile, Inc.’s, collectively with its subsidiaries (“SpaceMobile” or the “Company”), financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. 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 contained in AST SpaceMobile’s Annual Report on Form 10-K, filed with the SEC on March 31, 2022. The Company’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, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. Use of Non-GAAP Financial Measures Adjusted operating expense is an alternative financial measure used by management to evaluate our operating performance as a supplement to our most directly comparable U.S. GAAP financial measure. We define Adjusted operating expense as Total operating expenses adjusted to exclude amounts of stock-based compensation expense and depreciation and amortization expense. We believe Adjusted operating expenses is a useful measure across time in evaluating the Company's operating performance as we use Adjusted operating expenses to manage the business, including in preparing our annual operating budget and financial projections. Adjusted operating expense is a non-GAAP financial measure that has no standardized meaning prescribed by U.S. GAAP, and therefore has limits in its usefulness to investors. Because of the non-standardized definition, it may not be comparable to the calculation of similar measures of other companies and are presented solely to provide investors with useful information to more fully understand how management assesses performance. This measure is not, and should not be viewed as, a substitute for its most directly comparable GAAP measure of Total operating expenses. Industry and Market Data This presentation includes market data and other statistical information from sources believed to be reliable, including independent industry publications, governmental publications or other published independent sources. Although AST SpaceMobile believes these sources are reliable, we have not independently verified the information and cannot guarantee its accuracy and completeness. Trademarks and Trade Names AST SpaceMobile owns or has rights to various trademarks, service marks and trade names that they use in connection with the operation of their respective businesses. This presentation also contains trademarks, service marks and trade names of third parties, which are the property of their respective owners. The use or display of third parties’ trademarks, service marks, trade names or products in this presentation is not intended to, and does not imply, a relationship with AST SpaceMobile, or an endorsement or sponsorship by or of AST SpaceMobile. Solely for convenience, the trademarks, service marks and trade names referred to in this presentation may appear without the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that AST SpaceMobile will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks and trade names.


Slide 3

Q2 2022 update 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.


Slide 4

Technology and industrialization update Fully-assembled BlueWalker 3 (BW3) test satellite delivered to Cape Canaveral, FL Upcoming planned launch, with a launch window for early to mid-September The next five satellites are in initial phase of component construction, with design based on similar technology to BW3, including FPGA, reaction wheels and antennas, with launch planned in late 2023 Commercial agreements in place with suppliers for most components of the next five Block 1 BlueBird satellites and next generation satellites Construction of the extension production facility (Site 2) in Texas is on schedule


Slide 5

BlueWalker 3 launch and testing timeline July 19 Transported BW3 to California for testing Successfully completed environmental testing Planned launch window on Falcon 9 Launch Vehicle from Cape Canaveral, FL T: Early to Mid Sep T+2 Months BW3 Launch Milestones T+6 Months Cellular broadband direct-to-cell phone testing on standard handsets, in cooperation with participating MNOs on six continents Testing with our BW3 satellite to be conducted utilizing Nokia and Rakuten commercial MNO infrastructure Transported BW3 to Cape Canaveral, FL for final preparations and continuation of testing August 9 Path to launch and BW3 in-orbit operations roadmap BW3 placed into orbit Initial in-orbit testing Unfold phased array Deploy QV antennas July 19 Transported BW3 to California for testing Successfully completed environmental testing


Slide 6

Continued business momentum Added three new operators 1 new memoranda of understanding signed with additional operators, including Smartfren Telecom (Indonesia) More than 1.8 billion subscribers 2 represented by mobile network operators with whom we have agreements and understandings Agreement to sell majority ownership stake in NanoAvionika UAB at enterprise valuation of €65 million, and the Company expects to receive approximately $27 million in net proceeds at closing 4 Source: GSMA Intelligence (data as of 12/31/2021). Since last business update provided on May 16, 2022. Metric defined as number of subscribers represented by mobile network operators who have agreements and understandings with AST SpaceMobile as of August 15, 2022. As of August 15, 2022, compared to more than 2,300 as of May 16, 2022. Expected to close in the third quarter of 2022, subject to customary closing conditions including any required regulatory reviews. Reflects current estimate of net proceeds. Actual proceeds subject to fluctuation in the EUR / USD currency exchange rate and final closing balance sheet accounts. Increase to more than 2,400 patent and patent-pending claims 3 supports strong and expanding competitive advantage 4G LTE/5G technology agreement with Nokia for the integration of Nokia’s AirScale System, which is planned to be offered as part of SpaceMobile’s MNO infrastructure


Slide 7

Second quarter 2022 financial metrics Adj. Operating Expenses 1 Liquidity $mm $mm See the next slide for a reconciliation. Adjusted operating expenses is equal to total operating expense less non-cash operating expense such as depreciation and amortization and stock based-compensation expense. Depreciation and amortization for the three months ended June 30, 2022 and March 31, 2022 was $1.2 million and $1.1 million, respectively. Stock-based compensation for the three months ended June 30, 2022 and March 31, 2022 consisted of $1.0 million and $1.3 million of engineering services expense and $1.5 million and $1.0 million of general and administrative costs, respectively. Cumulative as of date specified. Net of depreciation and amortization. Capital Expenditures 2 $mm +$0.9 +$1.0 +$0.6 +$2.4 +$3.9 +$5.5 +$9.4


Slide 8

Reconciliation to non-GAAP measures – adj. operating expenses Adj. operating expenses – 3 months ended Stock-based compensation for the three months ended June 30, 2022, March 31, 2022, and June 30, 2021 consisted of $1.0 million, $1.3, and $0.2 million of engineering services expense and $1.5 million, $1.0, and $0.0 million of general and administrative costs, respectively. Stock-based compensation for the six months ended June 30, 2022 and 2021 consisted of $2.3 million and $0.5 million of engineering services expense and $2.4 million and $0.1 million of general and administrative costs, respectively. ($ in thousands)  June 30, ’22 Mar 31, ’22 June 30, ’21 Engineering services 11,999 11,717 5,784 General and administrative costs 13,075 11,643 9,157 Research and development costs 9,145 8,281 9,589 Depreciation and amortization 1,185 1,100 567 Total operating expenses 35,404 32,741 25,097 Less: Depreciation and amortization (1,185) (1,100) (567) Less: Stock-based Compensation Expense 1 (2,440) (2,255) (242) Total adj. operating expenses 31,779 29,386 24,288 Adj. operating expenses – 6 months ended ($ in thousands)  June 30, ’22 June 30, ’21 Engineering services 23,716 10,731 General and administrative costs 24,718 14,693 Research and development costs 17,426 10,603 Depreciation and amortization 2,285 1,182 Total operating expenses 68,145 37,209 Less: Depreciation and amortization (2,285) (1,182) Less: Stock-based Compensation Expense 2 (4,695) (598) Total adj. operating expenses 61,165 35,429


Slide 9

NASDAQ: ASTS