8-K
AST SpaceMobile, Inc. (ASTS)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, 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): May 15, 2023 |
|---|
AST SpaceMobile, Inc.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 001-39040 | 84-2027232 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission File Number) | (IRS Employer<br>Identification No.) |
| Midland Intl. Air & Space Port<br><br>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<br>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 May 15, 2023, AST SpaceMobile, Inc. (“AST SpaceMobile” or the “Company”) issued a press release announcing financial results for the three months ended March 31, 2023. 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 First Quarter Business Update, dated May 15, 2023 (the “Presentation”), attached as Exhibit 99.2 to this Current Report on Form 8-K, which may be referred to on the Company’s first quarter 2023 conference call to be held on May 15, 2023. 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 May 15, 2023 |
| 99.2 | First Quarter 2023 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: | May 15, 2023 | By: | /s/ Sean R. Wallace |
| Name: Sean R. Wallace<br>Title: Chief Financial Officer |
EX-99.1
| PRESS RELEASE | EXHIBIT 99.1 |
|---|
AST SpaceMobile Provides First Quarter 2023 Business Update
MIDLAND, TX, May 15, 2023 – AST SpaceMobile, Inc. (“AST SpaceMobile”) (NASDAQ: ASTS), the company building the first and only space-based cellular broadband network accessible directly by everyday smartphones, is providing its business update for the three months ended March 31, 2023.
“AST SpaceMobile is making history,” said Abel Avellan, Chairman and Chief Executive Officer of AST SpaceMobile. “Completing the first-ever direct voice connection from our BlueWalker 3 test satellite in space to everyday cellular devices in April was hailed by our partners and leaders in the wireless ecosystem as the latest ‘first’ that changed the way people connect. This accomplishment validated our technology in orbit, and confirmed we have the ability to connect with everyday smartphones from all major handset manufacturers in a market with over five billion mobile devices in use today.”
Business Update
• Completed successful first-ever two-way voice calls from space directly to everyday unmodified smartphones using the BlueWalker 3 (“BW3”) test satellite
• Key milestone in the BW3 testing program validates the satellite technology, including the ability to work with everyday smartphones and ability to integrate with the existing cellular ecosystem, including spectrum
• Testing plan has transitioned to demonstration of 4G and 5G download speeds
• Confirmed no major changes to the design of the Block 1 satellites following BlueWalker 3 testing
• Manufacturing underway in Midland, Texas, with production on track for planned launch of five Block 1 BlueBird satellites in Q1 2024
• Signed spectrum lease agreement with AT&T, a first step to offering commercial service to AT&T customers in the U.S., contingent upon regulatory approval and execution of a definitive commercial agreement
First Quarter 2023 Financial Highlights
• Ended the first quarter with cash, cash equivalents, and restricted cash of $185.7 million
• Total operating expenses increased by $1.9 million to $44.5 million for the first quarter of 2023, as compared to $42.6 million in the fourth quarter of 2022, due to a $1.7 million increase in research and development costs, $0.5 million increase in engineering services and $0.5 million increase in depreciation and amortization costs, offset by a $0.8 million decrease in general and administrative costs
• As of March 31, 2023, the Company incurred $92.5 million of capitalized costs (including launch costs and non-recurring engineering costs) related to the assembly, testing and deployment of the BlueWalker 3 test satellite
• As of March 31, 2023, the Company incurred approximately $66.5 million of capitalized property and equipment costs related to development of assembly, integration, and test facilities in Texas, as well as satellite related purchases including assembly equipment, direct materials and antennas
Conference Call Information
AST SpaceMobile will hold a quarterly business update conference call at 5:00 p.m. (Eastern Time) on Monday, May 15, 2023. The call will be accessible via a live webcast on the Events page of AST SpaceMobile’s Investor Relations website at https://ast-science.com/investors/. 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 everyday 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, 2023.
The planned testing of the BW3 test satellite may not be completed due to a variety of factors, which could include loss of satellite connectivity, destruction of the satellite, or other communication failures, and even if completed as planned, the BW3 testing may indicate adjustments that are needed or modifications that must be made, any of which could result in additional costs, which could be material, and delays in commercializing our service. If there are delays or issues with our testing, it may become more costly to raise capital, if we are able to do so at all.
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, 2023. 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.
Investor Contact:
Scott Wisniewski
investors@ast-science.com
Media Contact:
Allison+Partners
Eva Murphy Ryan
917-547-7289
ASTSpaceMobile@allisonpr.com
First Quarter Financial Results
AST SPACEMOBILE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(dollars in thousands, except share data)
| December 31,<br>2022 | |||||
|---|---|---|---|---|---|
| ASSETS | |||||
| Current assets: | |||||
| Cash and cash equivalents | 185,043 | $ | 238,588 | ||
| Restricted cash | 653 | 668 | |||
| Prepaid expenses | 3,228 | 4,100 | |||
| Other current assets | 38,185 | 24,954 | |||
| Total current assets | 227,109 | 268,310 | |||
| Property and equipment: | |||||
| BlueWalker 3 satellite - construction in progress | 92,464 | 92,077 | |||
| Property and equipment, net | 66,452 | 53,912 | |||
| Total property and equipment, net | 158,916 | 145,989 | |||
| Other non-current assets: | |||||
| Operating lease right-of-use assets, net | 12,955 | 7,671 | |||
| Other non-current assets | 1,744 | 16,402 | |||
| Total other non-current assets | 14,699 | 24,073 | |||
| TOTAL ASSETS | 400,724 | $ | 438,372 | ||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||
| Current liabilities: | |||||
| Accounts payable | 11,348 | 13,929 | |||
| Accrued expenses and other current liabilities | 23,246 | 13,145 | |||
| Current operating lease liabilities | 952 | 722 | |||
| Total current liabilities | 35,546 | 27,796 | |||
| Warrant liabilities | 31,448 | 38,946 | |||
| Non-current operating lease liabilities | 12,105 | 7,046 | |||
| Long-term debt | 4,696 | 4,758 | |||
| Total liabilities | 83,795 | 78,546 | |||
| Commitments and contingencies | |||||
| Stockholders' Equity: | |||||
| Class A Common Stock, .0001 par value; 800,000,000 shares authorized; 71,877,559 and 71,819,926 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively. | 7 | 7 | |||
| Class B Common Stock, .0001 par value; 200,000,000 shares authorized; 50,041,757 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively. | 5 | 5 | |||
| Class C Common Stock, .0001 par value; 125,000,000 shares authorized; 78,163,078 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively. | 8 | 8 | |||
| Additional paid-in capital | 236,886 | 235,384 | |||
| Accumulated other comprehensive income (loss) | 183 | 229 | |||
| Accumulated deficit | (118,419 | ) | (102,101 | ) | |
| Noncontrolling interest | 198,259 | 226,294 | |||
| Total stockholders' equity | 316,929 | 359,826 | |||
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 400,724 | $ | 438,372 |
All values are in US Dollars.
AST SPACEMOBILE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(dollars in thousands, except share and per share data)
| Three Months ended March 31, | ||||||
|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||
| Revenues | $ | - | $ | 2,394 | ||
| Cost of sales (exclusive of items shown separately below) | - | 1,986 | ||||
| Gross profit | - | 408 | ||||
| Operating expenses: | ||||||
| Engineering services | 16,483 | 11,740 | ||||
| General and administrative costs | 9,857 | 11,619 | ||||
| Research and development costs | 16,381 | 8,281 | ||||
| Depreciation and amortization | 1,733 | 1,100 | ||||
| Total operating expenses | 44,454 | 32,740 | ||||
| Other income (expense): | ||||||
| Gain (loss) on remeasurement of warrant liabilities | 7,498 | (5,482 | ) | |||
| Other income (expense), net | (8,144 | ) | 15 | |||
| Total other income (expense), net | (646 | ) | (5,467 | ) | ||
| Loss before income tax expense | (45,100 | ) | (37,799 | ) | ||
| Income tax expense | (116 | ) | (104 | ) | ||
| Net loss before allocation to noncontrolling interest | (45,216 | ) | (37,903 | ) | ||
| Net loss attributable to noncontrolling interest | (28,898 | ) | (27,182 | ) | ||
| Net loss attributable to common stockholders | $ | (16,318 | ) | $ | (10,721 | ) |
| Net loss per share attributable to holders of Class A Common Stock | ||||||
| Basic and diluted | $ | (0.23 | ) | $ | (0.21 | ) |
| Weighted average shares of Class A Common Stock outstanding | ||||||
| Basic and diluted | 71,845,206 | 51,760,520 |
AST SPACEMOBILE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED)
(dollars in thousands)
| Three Months ended March 31, | ||||||
|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||
| Net loss before allocation to noncontrolling interest | $ | (45,216 | ) | $ | (37,903 | ) |
| Other comprehensive loss | ||||||
| Foreign currency translation adjustments | (128 | ) | (432 | ) | ||
| Total other comprehensive loss | (128 | ) | (432 | ) | ||
| Total comprehensive loss before allocation to noncontrolling interest | (45,344 | ) | (38,335 | ) | ||
| Comprehensive loss attributable to noncontrolling interest | (28,980 | ) | (27,542 | ) | ||
| Comprehensive loss attributable to common stockholders | $ | (16,364 | ) | $ | (10,793 | ) |
AST SPACEMOBILE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(dollars in thousands)
| Three Months ended March 31, | ||||||
|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||
| Cash flows from operating activities: | ||||||
| Net loss before allocation to noncontrolling interest | $ | (45,216 | ) | $ | (37,903 | ) |
| Adjustments to reconcile net loss before noncontrolling interest to cash <br>used in operating activities: | ||||||
| Depreciation and amortization | 1,733 | 1,100 | ||||
| (Gain) loss on remeasurement of warrant liabilities | (7,498 | ) | 5,482 | |||
| Non-cash lease expense | 306 | 170 | ||||
| Stock-based compensation | 2,474 | 2,254 | ||||
| Changes in operating assets and liabilities: | ||||||
| Accounts receivable | - | (470 | ) | |||
| Prepaid expenses and other current assets | (12,168 | ) | (6,838 | ) | ||
| Inventory | - | (457 | ) | |||
| Accounts payable and accrued expenses | 5,553 | 2,684 | ||||
| Operating lease liabilities | (300 | ) | (112 | ) | ||
| Deferred revenue | - | 1,333 | ||||
| Other assets and liabilities | 17,383 | (14,751 | ) | |||
| Net cash used in operating activities | (37,733 | ) | (47,508 | ) | ||
| Cash flows from investing activities: | ||||||
| Purchase of property and equipment | (15,228 | ) | (4,660 | ) | ||
| BlueWalker 3 satellite - construction in process | (160 | ) | (16,907 | ) | ||
| Net cash used in investing activities | (15,388 | ) | (21,567 | ) | ||
| Cash flows from financing activities: | ||||||
| Issuance of incentive equity units under employee stock plan | 96 | 31 | ||||
| Proceeds from warrant exercise | - | 2 | ||||
| (Repayments of) proceeds from debt | (60 | ) | 97 | |||
| Net cash provided by financing activities | 36 | 130 | ||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | (475 | ) | (482 | ) | ||
| Net decrease in cash, cash equivalents and restricted cash | (53,560 | ) | (69,427 | ) | ||
| Cash, cash equivalents and restricted cash, beginning of period | 239,256 | 324,537 | ||||
| Cash, cash equivalents and restricted cash, end of period | $ | 185,696 | $ | 255,110 | ||
| Supplemental disclosure of cash flow information: | ||||||
| Non-cash transactions: | ||||||
| Purchases of construction in process in accounts payable and accrued expenses | $ | 3,651 | $ | 1,483 | ||
| Purchases of property and equipment in accounts payable and accrued expenses | 426 | 1,661 | ||||
| Right-of-use assets obtained in exchange for operating lease liabilities | 5,507 | 191 |
Transforming how the world connects Business Update – First Quarter 2023 May 15, 2023 NASDAQ: ASTS
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, 2023. 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.
Building the first and only space-based cellular broadband network
Q1 2023 key highlights History Made Technology Validated In Orbit Potentially Opening Additional Funding Alternatives
History made: First-ever space-based voice calls using everyday unmodified smartphones Source: AT&T.
Continued strong momentum with the wireless industry “Today, we have taken another major step in mobile communications. 30 years after Vodafone sent the world’s first text message, we supported AST SpaceMobile in successfully making the first ever direct-to-smartphone test call using satellite communications. This is just the start. As a lead investor in AST SpaceMobile, we will continue to break technological boundaries by connecting many more millions of people across the planet when the service becomes commercially available.” “It was a unique thrill and honor to have the Rakuten team talk with Abel in a world-first direct-to-satellite experience. Congratulations to AST SpaceMobile and all of its strategic collaborators on this groundbreaking event. As technological advancements like space connectivity become possible with pioneers like AST SpaceMobile, Rakuten will also progress even further along the road to democratizing connectivity for all.” “AT&T’s heritage began with the birth of the telephone 147 years ago and has continued with many other firsts including: trans-continental call, overseas call, call from the moon, and partnering to deliver the only network built with and for America’s first responders. We connect people to greater possibility, and this important milestone with AST SpaceMobile is a big step and we can’t wait to see what’s next in our space-based journey.” —Margherita Della Valle, CEO —Mickey Mikitani, Chairman & CEO —Chris Sambar, Head of AT&T Network
Implications of this historical technical milestone BlueWalker 3 testing program validates our technology Confirms no major changes to the design of Block 1 BlueBirds Confirms technology ability to work with everyday smartphones Confirms ability to integrate with the existing cellular ecosystem, including spectrum What comes next? 4G and 5G
UNMODIFIED STANDARD EXISTING SPECTRUM ■ ■ Phones Devices DIRECT-TO-DEVICE IoT ■ ■ Wearables Testing confirms technology ability to work with everyday smartphones and devices Everyday phones from all major brands have communicated with BW3
Update on industrialization of our patented technology Production on track for planned launch of 5 Block 1 satellites in Q1 2024
Staged technology roadmap designed to provide continuous improvement of SpaceMobile services Satellite Program BW3 Block 1 Block 2 Initial Production 2022 2023 2024 Design Test FPGA 693 sq ft FPGA ~700 sq ft Proprietary ASIC ~2,500 sq ft Capacity 10x BW3 100x BW3 Our technology roadmap is expected to sequentially add capacity with each generation of satellite program
First quarter 2023 financial metrics Adj. Operating Expenses 1 Liquidity 3 $mm $mm Non-GAAP. See appendix 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 March 31, 2023 and December 31, 2022 was $1.7 million and $1.3 million, respectively. Stock-based compensation for the three months ended March 31, 2023 and December 31, 2022 consisted of $1.4 million and $1.5 million of engineering services expense and $1.1 million and $0.8 million of general and administrative costs, respectively. Capital expenditure as of March 31, 2023, December 31, 2022 and September 30, 2022 was $92.5 million, $92.1 million, and $92.1 million for the BlueWalker 3 satellite and $66.5 million, $53.9 million, and $43.5 million of Property and equipment, net, respectively. Cash Position as of March 31, 2023 and December 31, 2022 includes $0.7 million of restricted cash. Capital Expenditures 2 $mm +$1.7 ($1.1) +$0.6 +$1.2 +$2.2 +$2.6 +$0.4
Track record of attracting strategic investment Milestone driven, value-creating financing approach with validation from a high-profile strategic investor base across the wireless ecosystem Select Investors Rounds Participated Investment ($mm) Rakuten 2 $104 Vodafone 2 $35 American Tower 2 $31 Cisneros 2 $12 Bell Canada 1 $10 Samsung 1 $1 Founder, Chairman & CEO, Abel Avellan Cisneros (Invesat LLC), Latin American Media & Entertainment company Cisneros (Invesat LLC) Public Investors + Public Investors Representative of $75 million of gross proceeds from November 2022 follow-on offering, $13.4 million of net proceeds from committed equity facility (“CEF”) as of December 31, 2022 and $20.0 million of net proceeds from at-the-market offering program as of December 31, 2022. On September 6, 2022, AST SpaceMobile completed the sale of its 51% interest in its former subsidiary, NanoAvionika UAB (“Nano”) for net proceeds of approximately $26.6 million Divestiture of non-core asset for ~9x MOIC 1 2
Appendix
Reconciliation to non-GAAP measures – adj. operating expenses Adj. operating expenses – 3 months ended Stock-based compensation for the three months ended March 31, 2023, December 31, 2022, and March 31, 2022 consisted of $1.4 million, $1.5 million, and $1.3 million of engineering services expense and $1.1 million, $0.8, and $1.0 million of general and administrative costs, respectively. ($ in thousands) Mar 31, ’23 Dec 31, ’22 Mar 31, ’22 Engineering services 16,483 16,004 11,740 General and administrative costs 9,857 10,698 11,619 Research and development costs 16,381 14,651 8,281 Depreciation and amortization 1,733 1,254 1,100 Total operating expenses 44,454 42,607 32,740 Less: Depreciation and amortization (1,733) (1,254) (1,100) Less: Stock-based Compensation Expense 1 (2,474) (2,295) (2,254) Total adj. operating expenses 40,247 39,058 29,386
[x] CONFIDENTIAL DRAFT