AST SpaceMobile, Inc. announced that it has entered into share subscription agreements for private placement of Class A Common Stock, at a par value of $0.0001 on May 6, 2022. The transaction included participation from new investor B. Riley Principal Capital, LLC. The shares of Class A Common Stock that may be issued under the Purchase Agreement are being offered and sold in a transaction exempt from registration under the Securities Act, in reliance on exemptions provided for under Rule 506(b) and Section 4(a)(2) of the Securities Act.

B. Riley has represented to the Company in the Purchase Agreement that it is an institutional “accredited investor,” as defined in Rule 501(a) of Regulation D under the Securities Act. The purchase price per share of Class A Common Stock that the Company may elect to sell to B. Riley in a VWAP Purchase and an Intraday VWAP Purchase under the Purchase Agreement will be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction occurring during the applicable Purchase Valuation Period for such VWAP Purchase or during the applicable Intraday Purchase Valuation Period for such Intraday VWAP Purchase. As consideration for its irrevocable commitment to purchase our Class A Common Stock under the Purchase Agreement, we issued to B. Riley 21,969 shares of Class A Common Stock as initial commitment shares upon execution of the Purchase Agreement and the Registration Rights Agreement.

In addition, upon the first VWAP Purchase effected by us pursuant to the Purchase Agreement, we will issue 21,969 additional shares of our Class A Common Stock to B. Riley as additional commitment shares, upon our receipt of total aggregate gross cash proceeds equal to $25,000,000 from B. Riley under the Purchase Agreement (if any), we will issue 21,969 additional shares of our Class A Common Stock to B. Riley as additional commitment shares, and upon our receipt of total aggregate gross cash proceeds equal to $50,000,000 from B. Riley under the Purchase Agreement , we will issue an additional 21,969 shares of our Class A Common Stock to B. Riley as additional commitment shares, totaling 65,907 additional commitment shares.