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AST SpaceMobile Prices Repurchase of Convertible Notes and Registered Direct Offering of Class A Common Stock to Fund Convertible Note Repurchase

Repurchased $225 million principal amount of convertible notes removing approximately 8.3 million underlying shares as well as approximately $63.8 million of

articleAst Spacemobile, Inc.June 25, 20253/company/ast-spacemobile-inc/news/ast-spacemobile-prices-repurchase-convertible-notes-and-registered-direct-offering
AST SpaceMobile Prices Repurchase of Convertible Notes and Registered Direct Offering of Class A Common Stock to Fund Convertible Note Repurchase

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[{"type":"text","content":"\nRepurchased $225 million principal amount of convertible notes removing approximately 8.3 million underlying shares as well as approximately $63.8 million of remaining interest\n\n\nIssued 9.45 million shares to participating note holders to fund the repurchase\n\n\n MIDLAND, Texas--(BUSINESS WIRE)--\nAST SpaceMobile, Inc. (“AST SpaceMobile”) (NASDAQ: ASTS), the company building the first and only space-based cellular broadband network accessible directly by everyday smartphones, and designed for both commercial and government applications, today announced the pricing of a cash repurchase (the “Repurchase”) of $225 million aggregate principal amount of its 4.25% convertible notes due 2032 (the “2032 convertible notes”) pursuant to separate, privately negotiated repurchase transactions with a limited number of holders of the 2032 convertible notes and a registered direct offering of 9,450,268 shares of its Class A common stock to holders of 2032 convertible notes participating in the Repurchase in a direct placement registered under the Securities Act of 1933, as amended (the “Registered Direct Offering”).\n\n\nWith this series of transactions, AST SpaceMobile, Inc. will issue approximately 1.04 million incremental shares to the underlying shares of the 2032 convertible notes being repurchased while removing $225 million of debt from the balance sheet and approximately $63.8 million of remaining interest. Both the closing of the Repurchase and the Registered Direct Offering are expected to take place on or about July 1, 2025. The transactions are cross-conditional.\n\n\n“We are excited to retire approximately half of our 2032 convertible notes and the underlying shares at a price attractive to our shareholders in a series of innovative transactions. These transactions allow us to substantially reduce our outstanding debt and cash interest obligations,” said Scott Wisniewski, AST SpaceMobile President.\n\n\nRepurchase of 2032 Convertible Notes\n\n\nAST SpaceMobile intends to use the net proceeds from the Registered Direct Offering of 9,450,268 shares to fund the repurchase of $225 million aggregate principal amount of the 2032 convertible notes. After giving effect to the Repurchase, $235 million aggregate principal amount of the 2032 convertible notes will remain outstanding.\n\n\nBased on the initial conversion rate of 37.0535...

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