AST SpaceMobile announces a proposed convertible notes offering to fund satellite deployment

AST SpaceMobile, Inc. (the “Company”) announced a proposed offering (the “Notes Offering”) of convertible senior notes due 2034 (the “Notes”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and its intention to enter into capped call transactions in connection therewith

The Company has granted the Initial Purchasers an option to purchase, within a 13-day period beginning on, and including, the date the Notes are first issued, up to an additional $210,000,000 aggregate principal amount of Notes.

based on the Company’s current expectations regarding launch availability, its launch campaign is targeting approximately 45 of its BlueBird satellites (“BB satellites”) in early 2027. The timing of launch of the BB satellites is contingent on a number of factors including satisfactory and timely completion of the assembly and testing of the BB satellites, readiness of the launch vehicle, logistics and other factors, many of which are beyond its control.

the Company is currently in advanced discussions with Rakuten, a shareholder of the Company and e-commerce, financial and telecommunications conglomerate in Japan, regarding the preliminary selection of RAST Co., Ltd. as an indirect subsidy recipient for the Low Earth Orbit Satellite Infrastructure Development Project (J-LEO) for Securing National Self-Reliance, with a total expected value up to 148 billion Japanese yen or approximately $1 billion United States dollars. The project supports the development of low-Earth orbit satellite communication infrastructure to realize direct satellite communication services utilizing low-orbit satellite constellations operated and managed within Japan. The subsidy award and related joint venture discussions are ongoing and there is no assurance that the joint venture will be finalized or that government financing will be secured.

On July 15, 2026, the Company issued a press release relating to its proposed Notes Offering and its intention to enter into capped call transactions in connection therewith.

$1.0 billion aggregate principal amount of convertible senior notes due 2034 (the “Notes”) in a private offering (the “Notes Offering”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). AST SpaceMobile also intends to grant the initial purchasers of the Notes in the Notes Offering an option to purchase, for settlement within a 13-day period beginning on, and including, the first date on which the Notes are issued, up to an additional $150 million aggregate principal amount of Notes.

AST SpaceMobile intends to use a portion of the net proceeds from the Notes Offering to pay the cost of the capped call transactions described below. AST SpaceMobile intends to use the remaining net proceeds from the Notes Offering to pursue an expanding universe of growth initiatives and secure additional access to orbit for its space-based cellular broadband network, including partnerships and/or acquisitions to further vertically integrate its business and mitigate risks associated with third-party launch providers. AST SpaceMobile currently does not have any understandings or agreements with respect to any such strategic transactions.

In connection with the pricing of the Notes, AST SpaceMobile expects to enter into capped call transactions with one or more of the initial purchasers of the Notes or affiliates thereof and/or other financial institutions (the “option counterparties”). The capped call transactions will cover, subject to customary adjustments, the number of shares of AST SpaceMobile’s Class A common stock initially underlying the Notes. The capped call transactions are expected generally to reduce the potential dilution to AST SpaceMobile’s Class A common stock upon any conversion of Notes and/or offset any cash payments AST SpaceMobile is required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap.

In connection with establishing their initial hedges of the capped call transactions, AST SpaceMobile expects the option counterparties or their respective affiliates will enter into various derivative transactions with respect to AST SpaceMobile’s Class A common stock and/or purchase shares of AST SpaceMobile’s Class A common stock concurrently with or shortly after the pricing of the Notes, including with, or from, as the case may be, certain investors in the Notes. This activity could increase (or reduce the size of any decrease in) the market price of AST SpaceMobile’s Class A common stock or the Notes at that time.