Warrants

AST SpaceMobile, Inc. (“AST SpaceMobile” or the “Company”) has elected to redeem its outstanding publicly listed warrants (the “Public Warrants”) pursuant to the Warrant Agreement, dated as of September 13, 2019 (the “Warrant Agreement”), by and between AST SpaceMobile, Inc. (f/k/a New Providence Acquisition Corp.) and Continental Stock Transfer & Trust Company as warrant agent (“CST” or the “Warrant Agent”). The Public Warrant redemption is permitted by Section 6.1 of the Warrant Agreement because the Company’s Class A common stock (the “Class A Common Stock”) has been at least $18.00 per share for twenty (20) trading days within the thirty (30) day trading period ending on August 23, 2024 (which is the third trading day prior to the date of this redemption notice).

At the direction of AST SpaceMobile, CST (as Warrant Agent) has delivered a Notice of Redemption to each of the registered holders of the outstanding Public Warrants and the Depositary Trust Company (“DTC”), which includes instructions on exercising your Public Warrants.

Each Public Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a cash price of $11.50 per Public Warrant exercised (the “Exercise Price”).

Public Warrant holders of record may exercise their Public Warrants by sending (i) a fully and properly completed “Election to Purchase” (a form of which is attached as Annex A to the Notice of Redemption), duly executed and indicating, among other things, the number of Public Warrants

being exercised and (ii) the exercise funds via wire transfer, to the Warrant Agent: Continental Stock Transfer & Trust Company, One State Street, 30th Floor, New York, New York 10004, Attention: Compliance Department, Telephone Number (212) 509-4000.

Wire instructions will be provided by the Depository Trust Company and will otherwise be provided upon request to the Warrant Agent.

The fully and properly completed Election to Purchase and the exercise funds must be received by Continental Stock Transfer & Trust Company by 5:00 p.m. New York City Time on the Redemption Date. 

DTC has alerted broker participants. Most warrant holders hold their Public Warrants in “street name” (that is, through a broker), and if you hold Public Warrants through a broker and want information on how to exercise, you should contact your broker to exercise your Public Warrants and for instructions on timing and procedure for exercising your warrants.

For information, you may contact:

• Continental Stock Transfer & Trust Company, One State Street, 30th Floor, New York, New York 10004, Attention: Compliance Department, Telephone Number (212) 509-4000. 

The Company has elected to redeem the Public Warrants pursuant to Section 6 of the Warrant Agreement.

Each Public Warrant entitles the holder thereof to purchase one share of Class A Common Stock at the Exercise Price.

Holders of Public Warrants will not have the ability to exercise on a “cashless” basis.

Any Public Warrant that is not exercised prior to 5:00 p.m. New York City Time on the Redemption

Date (as defined below) will be redeemed for $0.01 per Public Warrant (the “Redemption Price”). 

Because AST SpaceMobile has exercised its right to redeem its Public Warrants, Public Warrant holders wishing to exercise must do so prior to 5:00 p.m. New York City Time on September 27, 2024 (the “Redemption Date”). The rights of Public Warrant holders to exercise their Public Warrants will terminate immediately prior to this time.

Note that, if you hold Public Warrants through a broker, you may need to take action before September 27, 2024, because securities transactions, including warrant exercises, generally take 1 business day to settle, or be completed.

If you fail to exercise your Public Warrants within this timeframe, your Public Warrants will be redeemed for the Redemption Price and you will not receive any shares of Class A Common Stock. Contact your broker for more information.

At 5:00 p.m. New York City Time on the Redemption Date and thereafter, any Public Warrants that remain unexercised immediately at 5:00 p.m. New York City Time on the Redemption Date will be void and no longer exercisable and their holders will have no rights with respect to those Public Warrants, except to receive the Redemption Price or as otherwise described in the Notice of Redemption for holders who hold their Public Warrants in “street name.” 

The Public Warrants will cease trading on the Nasdaq at 5:00 p.m. New York City Time on the Redemption Date.

As of August 27, 2024, the Company had approximately 11.6 million warrants outstanding, including 7.6 million Public Warrants and 4.0 million private warrants, and approximately 157,592,766 shares of Class A common stock outstanding, 39,747,447 shares of Class B common stock outstanding and 78,163,078 shares of Class C common stock outstanding. Only the Public Warrants are subject to this redemption.

No. The Company will not be offering the opportunity to exercise on a “cashless” basis prior to the Redemption Date. All holders of Public Warrants seeking to exercise their warrants must pay the Exercise Price.

No. The Warrant Agreement does not give the Company the right to redeem the private placement warrants that were issued under the Warrant Agreement in a private placement simultaneously with the initial public offering of New Providence Acquisition Corp. and still held by the initial holders thereof or their permitted transferees.