Item 8.01. Other Events.
On September 8, 2022, AST SpaceMobile, Inc. (“AST SpaceMobile”
or the “Company”) announced that its BlueWalker 3 (BW3) test satellite is planned to reach orbit on September 10, 2022
from Kennedy Space Center in Cape Canaveral, Florida.
The actual date BW3 reaches orbit remains subject to change and is contingent
on a number of factors including, but not limited to, timely readiness of the launch vehicle, weather conditions, technical problems and
other unknowns.
Forward-Looking Statements
This current report 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, 2022.
The actual launch date for the BW3 test satellite
remains subject to change and is contingent on a number of factors, many of which are outside of our control. These factors include, but
are not limited to, final integration, ground transport, timely readiness of the launch vehicle and other unknowns such as weather conditions
or technical problems. The BW3 test launch may not be successful or even if successful, 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 our timeline. If there are material
additional costs, we may need to raise additional capital beyond what is currently contemplated.
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, 2022. 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.