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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, 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): July 24, 2025
AST SpaceMobile, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39040 | 84-2027232 | ||
| (State or Other Jurisdiction | (Commission | (IRS Employer | ||
| of Incorporation) | File Number) | Identification No.) |
|
Midland International Air & Space Port 2901 Enterprise Lane Midland, Texas |
79706 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (432) 276-3966
N/A
(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 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 |
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 Operation and Financial Condition.
On July 24, 2025, AST SpaceMobile, Inc. (the “Company”) announced a proposed offering (the “New Notes Offering”) of convertible senior notes due 2032 (the “New Notes”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and its intention to enter into capped call transactions in connection therewith as described in Item 8.01 below. The Company separately announced a registered direct offering of shares of its Class A common stock (the “Registered Direct Offering”) as described in Item 8.01 below. In connection with the New Notes Offering and the Registered Direct Offering, the Company provided the following disclosure for the purpose of supplementing and updating disclosures contained in the Company’s prior filings with the Securities and Exchange Commission, which includes certain preliminary unaudited financial information of the Company as of June 30, 2025:
Liquidity Update
As of June 30, 2025, total cash and cash equivalents and restricted cash was approximately $939.4 million. Giving effect to the Company’s recent repurchase of its 4.25% senior convertible notes due 2032 (“Existing Convertible Notes”) and its new equipment financing facility, as of June 30, 2025, the Company’s total consolidated indebtedness for borrowed money was approximately $278.6 million, consisting of $235.0 million principal amount of Existing Convertible Notes and an aggregate of approximately $43.6 million of senior secured indebtedness at its subsidiaries. The Company’s financial results as of and for the quarter ended June 30, 2025 are not yet complete and will not be available until after the completion of this offering. Accordingly, the foregoing financial information is a preliminary estimate for cash and cash equivalents and restricted cash, total consolidated indebtedness, and total senior secured indebtedness as of June 30, 2025. These estimates are subject to revision based upon the completion of the Company’s quarter-end financial closing procedures and other developments that may arise prior to the time the Company’s financial results for the quarter ended June 30, 2025 are finalized. Neither the Company’s independent auditors, nor any other independent accountants, have audited, reviewed, compiled, examined, or performed any procedures with respect to this preliminary financial information. You should not place undue reliance on these preliminary estimates.
ATM Update
On May 13, 2025, we entered into an Equity Distribution Agreement (the “ATM Sales Agreement”) to sell shares of our Class A common stock having an aggregate offering price of up to $500.0 million, from time to time, through an “at the market offering” program, under which B. Riley Securities, Inc., Barclays Capital Inc., BofA Securities, Inc., Cantor Fitzgerald & Co., Deutsche Bank Securities Inc., Roth Capital Partners, LLC, Scotia Capital (USA) Inc., UBS Securities LLC and William Blair & Company, L.L.C. act as sales agents (the “2025 ATM Program”). As of July 16, 2025, we have sold approximately 13.6 million shares of our Class A common stock through our 2025 ATM Program for aggregate net proceeds of $488.7 million. Having utilized virtually the entire capacity of the 2025 ATM Program, we terminated the 2025 ATM Program on July 23, 2025.
The information included in this Item 2.02 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 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 8.01 Other Events.
On July 24, 2025, the Company issued a press release relating to its proposed offering of the New Notes to qualified institutional buyers pursuant to Rule 144A under the Securities Act and its intention to enter into capped call transactions in connection therewith, and a press release relating to its proposed registered direct offering of Class A common stock and concurrent repurchase of a portion of its Existing Convertible Notes. A copy of the press releases are filed as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K and are incorporated by reference herein.
Neither this Current Report on Form 8-K nor the press releases filed as Exhibits 99.1 and 99.2 hereto constitute an offer to sell, or a solicitation of an offer to buy, any shares of AST SpaceMobile’s Class A common stock or any of its New Notes, or an offer to buy, or a solicitation of an offer to sell, any of its Existing Notes, nor will there be any sale of any of AST SpaceMobile’s securities in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press release titled “AST SpaceMobile Announces Proposed Private Offering of $500.0 Million of Convertible Senior Notes Due 2032,” dated July 24, 2025 | |
| 99.2 | Press release titled “AST SpaceMobile Announces Proposed Repurchase of up to $135.0 million Million Convertible Senior Notes to be Funded By Concurrent Registered Direct Offering of Class A Common Stock,” dated July 24, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AST SPACEMOBILE, INC. | |||
| Date: | July 24, 2025 |
By: | /s/ Andrew M. Johnson |
|
Andrew M. Johnson |
|||
| Executive Vice President, Chief Financial Officer and Chief Legal Officer | |||
Exhibit 99.1
AST SpaceMobile Announces Proposed Private Offering of $500.0 Million of Convertible Senior Notes Due 2032
July 24, 2025
Convertible Notes Offering
MIDLAND, Texas—(BUSINESS WIRE) – AST 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 its intent to offer, subject to market conditions and other factors, $500.0 million aggregate principal amount of convertible senior notes due 2032 (the “Notes”) in a private offering (the “Notes Offering”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). AST SpaceMobile also intends to grant the initial purchasers of the Notes in the Notes Offering an option to purchase, for settlement within a 13-day period beginning on, and including, the date on which the Notes are first issued, up to an additional $75.0 million aggregate principal amount of Notes.
The Notes will be senior, unsecured obligations of AST SpaceMobile, will accrue interest payable semiannually in arrears and will mature on October 15, 2032, unless earlier converted, redeemed or repurchased. The Notes will be convertible into cash, shares of AST SpaceMobile’s Class A common stock, or a combination thereof, at AST SpaceMobile’s election. The interest rate, initial conversion rate, and other terms of the Notes are to be determined upon pricing of the Notes Offering.
AST SpaceMobile intends to use a portion of the net proceeds from the Notes Offering to pay the cost of the capped call transactions described below. AST SpaceMobile intends to use the remaining net proceeds from the Notes Offering for general corporate purposes. If the initial purchasers exercise their option to purchase additional Notes, AST SpaceMobile expects to use a portion of the net proceeds from the sale of the additional Notes to enter into additional capped call transactions with the option counterparties (as defined below), with the remainder of the net proceeds to be used for general corporate purposes.
Capped Call Transactions
In connection with the pricing of the Notes, AST SpaceMobile expects to enter into capped call transactions with one or more of the initial purchasers of the Notes or affiliates thereof and/or other financial institutions (the “option counterparties”). The capped call transactions will cover, subject to customary adjustments, the number of shares of AST SpaceMobile’s Class A common stock initially underlying the Notes. The capped call transactions are expected generally to reduce the potential dilution to AST SpaceMobile’s Class A common stock upon any conversion of Notes and/or offset any cash payments AST SpaceMobile is required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap.
In connection with establishing their initial hedges of the capped call transactions, AST SpaceMobile expects the option counterparties or their respective affiliates will enter into various derivative transactions with respect to AST SpaceMobile’s Class A common stock and/or purchase shares of AST SpaceMobile’s Class A common stock concurrently with or shortly after the pricing of the Notes, including with, or from, as the case may be, certain investors in the Notes. This activity could increase (or reduce the size of any decrease in) the market price of AST SpaceMobile’s Class A common stock or the Notes at that time.
In addition, the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to AST SpaceMobile’s Class A common stock and/or purchasing or selling AST SpaceMobile’s Class A common stock or other securities of AST SpaceMobile in secondary market transactions following the pricing of the Notes and prior to the maturity of the Notes (and are likely to do so during the 20 trading day period beginning on the 21st scheduled trading day prior to the maturity date of the Notes, or, to the extent AST SpaceMobile exercises the relevant termination election under the capped call transactions, following any repurchase, redemption or conversion of the Notes). This activity could also cause or avoid an increase or a decrease in the market price of AST SpaceMobile’s Class A common stock or the Notes, which could affect a noteholder’s ability to convert the Notes and, to the extent the activity occurs during any observation period related to a conversion of Notes, it could affect the number of shares, if any, and value of the consideration that a noteholder will receive upon conversion of its Notes.
The Notes will only be offered and sold to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act by means of a private offering memorandum. Neither the Notes nor the shares of AST SpaceMobile’s Class A common stock potentially issuable upon conversion of the Notes, if any, have been, or will be, registered under the Securities Act or the securities laws of any other jurisdiction, and unless so registered, may not be offered or sold in the United States, except pursuant to an applicable exemption from, or in a transaction not subject to, such registration requirements.
This announcement is neither an offer to sell nor a solicitation of an offer to buy any of the Notes or any shares of AST SpaceMobile’s Class A common stock potentially issuable upon conversion of the Notes and shall not constitute an offer, solicitation, or sale in any jurisdiction in which such offer, solicitation, or sale is unlawful.
Registered Direct Offering/Existing Convertible Note Repurchases
In a separate press release, AST SpaceMobile also announced today its intention to offer, subject to market and other conditions, shares of its Class A common stock in a separate, registered direct offering.
AST SpaceMobile intends to use the gross proceeds from the registered direct offering to repurchase up to $135.0 million aggregate principal amount of its existing 4.25% convertible senior notes due 2032 (the “Existing Notes”) in the existing convertible notes repurchases described below. Cash on hand will be used to pay transaction fees and expenses of the registered direct offering.
In addition, concurrently with the pricing of the Notes Offering, AST SpaceMobile expects to enter into one or more separate, privately negotiated transactions with a limited number of holders of its Existing Notes to repurchase up to $135.0 million principal amount of the Existing Notes for cash (the “existing convertible notes repurchases”). The terms of each existing convertible notes repurchase will depend on a variety of factors, including the market price of AST SpaceMobile’s Class A common stock and the trading price of the Existing Notes at the time of such repurchase, and the existing convertible notes repurchases will be subject to closing conditions that may not be consummated. No assurance can be given as to how many, if any, of the Existing Notes will be repurchased or the terms on which they will be repurchased. In addition, following the completion of the Notes Offering, AST SpaceMobile may repurchase additional Existing Notes.
In connection with the existing convertible notes repurchases, certain holders of the Existing Notes that participate in such repurchases may purchase or sell shares of AST SpaceMobile’s Class A common stock in the open market or enter into or unwind various derivative transactions with respect to AST SpaceMobile’s Class A common stock to unwind any hedge positions they may have with respect to the Existing Notes or to hedge or unwind their exposure in connection with such repurchases. The amount of AST SpaceMobile’s Class A common stock to be sold or purchased by such holders or the notional number of shares of AST SpaceMobile’s Class A common stock underlying such derivative transactions may be substantial in relation to the historic average daily trading volume of AST SpaceMobile’s Class A common stock. These activities may adversely affect the trading price of AST SpaceMobile’s Class A common stock and the trading price of the Notes and the Existing Notes. AST SpaceMobile cannot predict the magnitude of such market activities or the overall effect they will have on the price of the Notes, the Existing Notes or AST SpaceMobile’s Class A common stock.
The completion of the Notes Offering is not contingent on the completion of the registered direct offering and the existing convertible notes repurchases and the completion of the registered direct offering and the existing convertible notes repurchases is not contingent on the completion of the Notes Offering. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any shares of Class A common stock in the registered direct offering. The registered direct offering and the existing convertible notes repurchases are cross-conditional. This press release does not constitute an offer to buy, or a solicitation of any offer to sell, any Existing Notes.
About AST SpaceMobile
AST SpaceMobile is building the first and only global cellular broadband network in space to operate directly with standard, 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 approximately five billion mobile subscribers and finally bring broadband to the billions who remain unconnected.
Forward-Looking Statements
This communication contains “forward-looking statements” that are not historical facts, including statements concerning the completion, timing, and size of the Notes Offering, the granting of a 13-day option to purchase additional Notes, the potential effects of entering into the capped call transactions, the expected use of the net proceeds from the Notes Offering, and the proposed concurrent registered direct offering of AST SpaceMobile’s Class A common stock and separate repurchase of a portion of its Existing Notes. 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 are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Such risks include, but are not limited to, whether AST SpaceMobile will offer the Notes or consummate the Notes Offering, the final terms of the Notes Offering, prevailing market conditions, the anticipated principal amount of the Notes, which could differ based upon market conditions, the anticipated use of the net proceeds from the Notes Offering, which could change as a result of market conditions or for other reasons, whether the capped call transactions described above will become effective, whether AST SpaceMobile will consummate the registered direct offering or repurchase of Existing Notes, the effects of entering into these transactions, and the impact of general economic, industry or political conditions in the United States or internationally.
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 in AST SpaceMobile’s Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on March 3, 2025, its Form 10-Q for the fiscal quarter ended March 31, 2025 filed with the SEC on May 12, 2025, and the future reports that it may file from time to time with the SEC. 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 Contacts:
Allison
Eva Murphy Ryan
917-547-7289
AstSpaceMobile@allisonpr.com
Exhibit 99.2
AST SpaceMobile Announces Proposed Repurchase of up to $135.0 Million Convertible Senior Notes to be Funded By Concurrent Registered Direct Offering of Class A Common Stock
July 24, 2025
MIDLAND, Texas—(BUSINESS WIRE) – AST 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 a cash repurchase (the “Repurchase”) of a portion of its 4.25% convertible senior notes due 2032 (the “Existing Notes”) and its intention to offer, subject to market and other conditions, shares of its Class A common stock to holders of Existing Notes participating in the Repurchase in a direct placement registered under the Securities Act of 1933, as amended (the “Registered Direct Offering”).
Repurchase of Existing Notes
AST SpaceMobile intends to use the gross proceeds from the Registered Direct Offering to enter into one or more separate, privately negotiated transactions with a limited number of holders of the Existing Notes to repurchase up to $135.0 million principal amount of the Existing Notes for cash. The terms of the Repurchase will depend on a variety of factors, including the market price of AST SpaceMobile’s Class A common stock and the trading price of the Existing Notes at the time of the Repurchase, and the Repurchase will be subject to closing conditions that may not be consummated. No assurance can be given as to how many, if any, of the Existing Notes will be repurchased or the terms on which they will be repurchased.
In connection with the Repurchase, certain holders of the Existing Notes that participate in the Repurchases may purchase or sell shares of AST SpaceMobile’s Class A common stock in the open market or enter into or unwind various derivative transactions with respect to AST SpaceMobile’s Class A common stock to unwind any hedge positions they may have with respect to the Existing Notes or to hedge or unwind their exposure in connection with the Repurchase. The amount of AST SpaceMobile’s Class A common stock to be sold or purchased by such holders or the notional number of shares of AST SpaceMobile’s Class A common stock underlying such derivative transactions may be substantial in relation to the historic average daily trading volume of AST SpaceMobile’s Class A common stock. These activities may adversely affect the trading price of AST SpaceMobile’s Class A common stock. AST SpaceMobile cannot predict the magnitude of such market activities or the overall effect they will have on the price of its Class A common stock.
Registered Direct Offering
AST SpaceMobile intends to offer, subject to market and other conditions, shares of its Class A common stock in the Registered Direct Offering. The number of shares to be sold, and the price per share, will be determined at the pricing of the Registered Direct Offering. AST SpaceMobile intends to use the gross proceeds from the Registered Direct Offering to repurchase up to $135.0 million principal amount of the Existing Notes for cash in the Repurchase described above. Cash on hand will be used to pay transaction fees and expenses of the Registered Direct Offering.
The Registered Direct Offering is being made pursuant to an effective shelf registration statement on file with the Securities and Exchange Commission (the “SEC”). The Registered Direct Offering will be made only by means of a prospectus supplement and an accompanying prospectus. An electronic copy of the preliminary prospectus supplement, together with the accompanying prospectus, is available on the SEC’s website at www.sec.gov. Alternatively, copies of the preliminary prospectus supplement, together with the accompanying prospectus, can be obtained by contacting: AST SpaceMobile, Inc., Midland International Air & Space Port, 2901 Enterprise Lane, Midland, Texas 79706, Attention: Secretary or (432) 276-3966.
UBS Investment Bank is acting as placement agent and financial advisor and ICR Capital LLC is acting as financial advisor for the placement.
This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any shares of AST SpaceMobile’s Class A common stock, nor will there be any sale of any of AST SpaceMobile’s securities in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful. This press release does not constitute an offer to buy, or a solicitation of any offer to sell, any Existing Notes.
Concurrent New Convertible Notes Offering
In a separate press release, AST SpaceMobile also announced today its intention to offer, in a separate, private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, subject to market and other conditions, $500.0 million aggregate principal amount of convertible senior notes due 2032 (the “New Notes”). AST SpaceMobile also intends to grant the initial purchasers an option to purchase, for settlement within a 13-day period beginning on, and including, the date on which the New Notes are first issued, up to an additional $75.0 million aggregate principal amount of New Notes.
The completion of the Registered Direct Offering and the Repurchase is not contingent on the completion of the offering of the New Notes and the completion of the offering of New Notes is not contingent on the completion of the Registered Direct Offering and the Repurchase. The Registered Direct Offering and the Repurchase are cross-conditional. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any New Notes or shares of AST SpaceMobile’s Class A common stock, if any, issuable upon conversion of the New Notes.
About AST SpaceMobile
AST SpaceMobile is building the first and only global cellular broadband network in space to operate directly with standard, 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 approximately five billion mobile subscribers and finally bring broadband to the billions who remain unconnected.
Forward-Looking Statements
This communication contains “forward-looking statements” that are not historical facts, including statements concerning the completion, timing, and size of the offering of AST SpaceMobile’s Class A common stock, the expected use of the gross proceeds from the offering, the potential impact of AST SpaceMobile’s proposed repurchase of the Existing Notes and the completion, timing and size of the offering of New Notes. These forward-looking statements can be identified by the use of forward-looking terminology, including the words “expects,” “intends,” “may,” “will,” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Such risks include, but are not limited to, whether AST SpaceMobile will consummate the Registered Direct Offering, the final terms of the Registered Direct Offering, prevailing market conditions, the anticipated principal amount of the Existing Notes that will be repurchased in separately negotiated transactions with a limited number of holders of such notes, which could differ based upon market conditions or the negotiations with these holders, the anticipated use of the gross proceeds from the Registered Direct Offering, which could change as a result of market conditions or for other reasons, whether AST SpaceMobile will consummate the offering of New Notes and the impact of general economic, industry or political conditions in the United States or internationally.
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 in AST SpaceMobile’s Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on March 3, 2025, its Form 10-Q for the fiscal quarter ended March 31, 2025 filed with the SEC on May 12, 2025, and the future reports that it may file from time to time with the SEC. 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 Contacts:
Allison
Eva Murphy Ryan
917-547-7289
AstSpaceMobile@allisonpr.com