AST SpaceMobile, Inc. Class A Common Stock

Supply chain and procurement · Supplier financial distress and capability

Any failure of these suppliers and launch providers or others to perform could require us to seek alternative suppliers and launch providers or to expand our production capabilities to produce certain components in house; however, given the highly-technical nature of some of our components, there is no guarantee that we will be able to find alternative suppliers and launch providers timely or at all.

Core operations · Quality control and product defects

Our satellites may experience operational problems, which could affect our ability to provide an acceptable level of service to the end-users. Once the SpaceMobile Service is developed and operational, we may experience intermittent signal disruptions, dropped connections, call initiation failures or data transmission disruptions.

Core operations · Facility damage and equipment failure

We may not be able to launch our satellites, or operate our satellites after launch, successfully. We rely on third parties to launch our satellites. If we fail to find third parties to launch our satellites or if the third parties fail to perform or delay their performance, the SpaceMobile Service may not be made operational.

Supply chain and procurement · Raw material availability and cost volatility

We and our suppliers rely on complex systems and components, which involve a significant degree of risk and uncertainty in terms of operational performance and costs. These components could suffer unexpected malfunctions from time to time and could require repairs and spare parts to resume operations.

Human capital and workforce · Key personnel dependence and succession

We are highly dependent on the services of Abel Avellan, our founder, Chairman and Chief Executive Officer, and if we are unable to retain Mr. Avellan, attract and retain key employees and hire qualified management, technical and engineering personnel, our business could be adversely affected.

Strategic execution · Strategic transformation and turnaround risks

We intend to expand our operations significantly as we develop the SpaceMobile Service and commence commercial operations. To properly manage our growth, we will need to hire and retain additional personnel, and improve our business processes and controls.

Strategic execution · Joint venture and partnership risks

Acquisitions, investments, partnerships, joint ventures and other strategic transactions involve a number of inherent risks, any of which could result in the benefits anticipated not being realized. We regularly evaluate and consider strategic transactions such as acquisitions, investments, partnerships, joint ventures and other growth strategies.

Strategic execution · Merger acquisition and divestiture risks

Pursuing strategic transactions could cause us to incur additional risks. We have and may continue to pursue acquisitions, joint ventures or other strategic transactions from time to time.

Digital transformation and innovation · Technology obsolescence and evolution

Rapid and significant technological changes could render the SpaceMobile Service obsolete and impair our ability to compete. The satellite communications industry is subject to rapid advances and innovations in technology.

Geopolitical and trade · Trade policies tariffs and sanctions

Changes in U.S. trade policy, including changes to existing trade agreements and any resulting changes in international trade relations, may have a material adverse effect on our business, prospects, financial condition or operating results. The U.S. has imposed tariffs on certain foreign goods and may increase tariffs or impose new ones.

Social and demographic · Public perception and reputation

Information available in public media that is published by third parties, including blogs, articles, message boards and social and other media may include statements not attributable to the Company and may not be reliable or accurate. This includes coverage that is not attributable to statements made by our officers or associates.

Economic and market conditions · Economic recession and downturns

We may be negatively affected by global economic conditions. Our operations and performance depend significantly on worldwide economic conditions. Uncertainty about global economic conditions poses a risk as individual consumers, businesses and governments may postpone spending.

Natural and catastrophic events · Natural disasters and extreme weather

Our satellites may collide with space debris or another spacecraft, which could adversely affect the performance of the SpaceMobile Service. Although we comply with, and expect to continue to comply with, best practices and international orbital debris mitigation requirements to actively maneuver our satellites to avoid potential collisions.

Industry regulation · Regulatory compliance and changes

We will rely on MNOs and require regulatory approvals to access the spectrum we need to provide SCS service. The FCC and regulators in each country where we plan to offer service will need to approve our use of the spectrum.

Legal and litigation · Litigation and legal proceedings

We may be subject to litigation, including securities class action litigation or other claims relating to our business operations, which may harm our reputation, business, financial condition and results of operations. Companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation.

International and currency · International operations and emerging markets

We face substantial risks associated with our international operations. We plan to offer our SpaceMobile Service in international markets and intend to collaborate with a number of foreign MNOs. We have engineering and development centers in India and Scotland, and engineering, development and production centers in Spain and Israel.

International and currency · Foreign exchange and currency exposure

Foreign MNOs will expose us to currency exchange risk due to the effect of future exchange rate fluctuations, which could adversely affect our business and operating results. Following the anticipated launch of the SpaceMobile Service in international markets, our international operations will be sensitive to currency exchange risks.

Capital structure and performance · Financial performance volatility

We will incur significant expenses and capital expenditures in the future to execute our business plan and develop the SpaceMobile Service, and we may be unable to adequately forecast or control our expenses.

Credit and liquidity · Access to capital and financing

We may not be able to raise additional funds for continued operations, to initiate our SpaceMobile Service and for the Ligado Transaction when we need them on favorable terms or at all.

Market and investment · Market volatility and economic cycles

The market price and trading volume of our securities may be volatile. Securities markets worldwide experience significant price and volume fluctuations. This market volatility, as well as general economic, market or political conditions, could reduce the market price of our Class A Common Stock.