[10-Q] AST SpaceMobile, Inc. Quarterly Earnings Report
AST SpaceMobile reported significant operational progress alongside substantial investment and financing activity. The company ended June 30, 2025 with $939.4 million of combined cash, cash equivalents and restricted cash, up from $567.5 million, and total assets of $1.881 billion driven by property and equipment of $761.6 million and $523.9 million of satellites and related construction-in-progress.
Revenue was limited at $1.2 million for the quarter ($1.9 million year-to-date) from government contract work and gateway equipment resale. Operating expenses were $74.0 million in the quarter, producing a net loss attributable to common stockholders of $99.4 million for the quarter and $145.1 million year-to-date. The company carried $503.6 million of total debt and $109.5 million of warrant liabilities, which produced a $65.0 million fair value loss in Q2. Purchase commitments totaled approximately $383.3 million plus $145.0 million to $175.0 million of future launch commitments. The filing documents ongoing in-orbit testing and successful two-way voice and video calls using Block 1 satellites and other program milestones.
AST SpaceMobile ha riportato significativi progressi operativi insieme a consistenti attività di investimento e finanziamento. La società, al 30 giugno 2025, disponeva di 939,4 milioni di dollari di liquidità, equivalenti di cassa e cassa vincolata, in aumento rispetto a 567,5 milioni, e di attività totali pari a 1,881 miliardi di dollari, trainate da immobilizzazioni materiali per 761,6 milioni e da 523,9 milioni relativi a satelliti e lavori in corso.
I ricavi sono stati contenuti, pari a 1,2 milioni di dollari nel trimestre (1,9 milioni da inizio anno), provenienti da lavori su contratti governativi e dalla rivendita di apparecchiature gateway. Le spese operative del trimestre sono state di 74,0 milioni di dollari, determinando una perdita netta attribuibile agli azionisti comuni di 99,4 milioni per il trimestre e di 145,1 milioni da inizio anno. La società registrava 503,6 milioni di dollari di debito totale e 109,5 milioni di dollari di passività da warrant, che hanno generato una perdita di fair value di 65,0 milioni nel secondo trimestre. Gli impegni d'acquisto ammontavano a circa 383,3 milioni, oltre a 145,0–175,0 milioni di impegni per lanci futuri. I documenti depositati descrivono test in orbita in corso e chiamate bidirezionali voce e video riuscite con i satelliti Block 1, oltre ad altri traguardi del programma.
AST SpaceMobile informó avances operativos significativos junto con importantes actividades de inversión y financiación. La compañía, al 30 de junio de 2025, contaba con 939,4 millones de dólares en efectivo, equivalentes de efectivo y efectivo restringido, frente a 567,5 millones, y con activos totales por 1.881 millones de dólares impulsados por propiedades y equipos por 761,6 millones y 523,9 millones en satélites y trabajos en curso relacionados.
Los ingresos fueron limitados, alcanzando 1,2 millones de dólares en el trimestre (1,9 millones desde principios de año), procedentes de contratos gubernamentales y la reventa de equipos gateway. Los gastos operativos fueron de 74,0 millones de dólares en el trimestre, lo que produjo una pérdida neta atribuible a los accionistas comunes de 99,4 millones en el trimestre y de 145,1 millones desde principios de año. La compañía tenía 503,6 millones de dólares de deuda total y 109,5 millones en pasivos por warrants, que generaron una pérdida por valor razonable de 65,0 millones en el segundo trimestre. Los compromisos de compra sumaban aproximadamente 383,3 millones, más 145,0–175,0 millones en compromisos de lanzamientos futuros. Los documentos presentados describen pruebas en órbita en curso y llamadas bidireccionales de voz y vídeo exitosas utilizando los satélites Block 1, además de otros hitos del programa.
AST SpaceMobile은 상당한 운영 진전과 함께 대규모 투자 및 자금조달 활동을 보고했습니다. 회사는 2025년 6월 30일 기준 현금, 현금성자산 및 제한현금 합계가 9억394만 달러($939.4 million)로 이전의 5억6750만 달러에서 증가했으며, 유형자산 7억6160만 달러와 위성 및 관련 진행중인 건설에 대한 5억2390만 달러로 인해 총자산은 18억8100만 달러($1.881 billion)를 기록했습니다.
수익은 분기 기준 120만 달러(연초 누적 190만 달러)로 정부 계약 업무 및 게이트웨이 장비 재판매에서 발생했습니다. 분기 영업비용은 7400만 달러였으며, 이로 인해 해당 분기 보통주주 귀속 순손실은 9940만 달러, 연초 누적으로는 1억4510만 달러를 기록했습니다. 회사는 총 부채 5억0360만 달러와 워런트 부채 1억950만 달러를 보유하고 있었고, 이로 인해 2분기에 6500만 달러의 공정가치 손실이 발생했습니다. 구매 약정은 약 3억8330만 달러였고, 향후 발사 약정은 1억4500만–1억7500만 달러에 달했습니다. 제출된 문서는 진행 중인 궤도 시험과 Block 1 위성을 이용한 양방향 음성 및 영상 통화의 성공 사례 및 기타 프로그램 마일스톤을 기록하고 있습니다.
AST SpaceMobile a annoncé des progrès opérationnels significatifs ainsi que d'importantes activités d'investissement et de financement. Au 30 juin 2025, la société disposait de 939,4 millions de dollars de trésorerie, équivalents de trésorerie et trésorerie restreinte, en hausse par rapport à 567,5 millions, et d'actifs totaux de 1,881 milliard de dollars, soutenus par des immobilisations corporelles de 761,6 millions et 523,9 millions de satellites et travaux en cours associés.
Les revenus ont été limités à 1,2 million de dollars pour le trimestre (1,9 million depuis le début de l'année), provenant de contrats gouvernementaux et de la revente d'équipements gateway. Les charges d'exploitation se sont élevées à 74,0 millions de dollars au trimestre, entraînant une perte nette attribuable aux actionnaires ordinaires de 99,4 millions pour le trimestre et de 145,1 millions depuis le début de l'année. La société affichait 503,6 millions de dollars de dette totale et 109,5 millions de passifs liés aux warrants, ce qui a généré une perte de juste valeur de 65,0 millions au deuxième trimestre. Les engagements d'achat s'élevaient à environ 383,3 millions, plus 145,0–175,0 millions d'engagements pour des lancements futurs. Les documents déposés décrivent des tests en orbite en cours et des appels vocaux et vidéo bidirectionnels réussis utilisant les satellites Block 1, ainsi que d'autres jalons du programme.
AST SpaceMobile meldete erhebliche operative Fortschritte sowie umfangreiche Investitions- und Finanzierungsaktivitäten. Das Unternehmen verfügte zum 30. Juni 2025 über 939,4 Mio. USD an liquiden Mitteln, Zahlungsmitteläquivalenten und eingeschränkten Zahlungsmitteln (zuvor 567,5 Mio. USD) und über Gesamtvermögen von 1,881 Mrd. USD, getragen von Sachanlagen in Höhe von 761,6 Mio. USD und 523,9 Mio. USD an Satelliten und zugehörigen Bauvorhaben in Arbeit.
Die Umsätze waren mit 1,2 Mio. USD im Quartal (1,9 Mio. USD seit Jahresbeginn) begrenzt und stammten aus Regierungsaufträgen und dem Wiederverkauf von Gateway-Geräten. Die betrieblichen Aufwendungen beliefen sich im Quartal auf 74,0 Mio. USD, was zu einem dem Stammaktionär zurechenbaren Nettoverlust von 99,4 Mio. USD für das Quartal und 145,1 Mio. USD seit Jahresbeginn führte. Das Unternehmen wies insgesamt 503,6 Mio. USD an Verbindlichkeiten und 109,5 Mio. USD an Warrant-Verbindlichkeiten aus, die im zweiten Quartal einen Fair-Value-Verlust von 65,0 Mio. USD verursachten. Die Kaufverpflichtungen beliefen sich auf rund 383,3 Mio. USD zuzüglich 145,0–175,0 Mio. USD an künftigen Startverpflichtungen. Die eingereichten Unterlagen dokumentieren laufende In-Orbit-Tests sowie erfolgreiche bidirektionale Sprach- und Videoanrufe mit Block‑1-Satelliten und weitere Programmetappenziele.
- Strong liquidity position with $939.4 million of cash, cash equivalents and restricted cash as of June 30, 2025.
- Operational progress with successful in-orbit tests and two-way voice and video calls using Block 1 satellites and BW3, showing technology validation.
- Large asset build-out reflected in property and equipment of $761.6 million and $523.9 million of construction-in-progress for satellites.
- Substantial equity financing executed via ATM programs raising $377.4 million in Q2 2025 and additional proceeds in July 2025, providing near-term capital.
- Large operating losses: net loss attributable to common stockholders was $99.4 million for Q2 2025 and $145.1 million year-to-date.
- Significant non-cash volatility from warrant liabilities: $109.5 million liability and a $65.0 million loss on remeasurement in Q2 2025.
- Increased leverage: total debt of $503.6 million and long-term debt, net, of $482.5 million as of June 30, 2025.
- Material future commitments: purchase commitments of approximately $383.3 million plus $145.0 million to $175.0 million of minimum launch commitments.
- Operating cash usage: net cash used in operating activities was $72.0 million for the six months ended June 30, 2025.
Insights
TL;DR Strong cash position and asset build-out support satellite rollout, but large operating losses and non-cash volatility weigh on near-term financials.
ASTS demonstrates material capital deployment into its BlueBird constellation with property and equipment increasing to $761.6 million and $523.9 million in construction-in-progress, reflecting active satellite builds and launches. Liquidity improved to $939.4 million at June 30, 2025, supported by ATM equity programs that generated $377.4 million in Q2 proceeds. Revenue remains immaterial to overall operations at $1.2 million in the quarter. Operating expenses and non-cash warrant remeasurements drove a sizable net loss to common stockholders of $99.4 million in Q2. Debt increased, with long-term debt net of issuance costs of $482.5 million, creating interest and covenant considerations despite stated compliance.
TL;DR Execution milestones are positive, but leverage, sizeable purchase and launch commitments, and volatile warrant mark-to-market losses raise financial risk.
The company achieved technical milestones including Block 1 in-orbit tests and partner demonstrations, which de-risk technology execution. However, material commitments of $383.3 million for procurement plus $145.0 million to $175.0 million for launches, combined with $503.6 million total debt and $109.5 million of Level 3 warrant liabilities, create funding and mark-to-market exposure. Non-cash losses on warrant remeasurement of $65.0 million in Q2 and recurring operating cash burn ($72.0 million used in operating activities year-to-date) highlight potential liquidity sensitivity to capital markets and execution timing.
AST SpaceMobile ha riportato significativi progressi operativi insieme a consistenti attività di investimento e finanziamento. La società, al 30 giugno 2025, disponeva di 939,4 milioni di dollari di liquidità, equivalenti di cassa e cassa vincolata, in aumento rispetto a 567,5 milioni, e di attività totali pari a 1,881 miliardi di dollari, trainate da immobilizzazioni materiali per 761,6 milioni e da 523,9 milioni relativi a satelliti e lavori in corso.
I ricavi sono stati contenuti, pari a 1,2 milioni di dollari nel trimestre (1,9 milioni da inizio anno), provenienti da lavori su contratti governativi e dalla rivendita di apparecchiature gateway. Le spese operative del trimestre sono state di 74,0 milioni di dollari, determinando una perdita netta attribuibile agli azionisti comuni di 99,4 milioni per il trimestre e di 145,1 milioni da inizio anno. La società registrava 503,6 milioni di dollari di debito totale e 109,5 milioni di dollari di passività da warrant, che hanno generato una perdita di fair value di 65,0 milioni nel secondo trimestre. Gli impegni d'acquisto ammontavano a circa 383,3 milioni, oltre a 145,0–175,0 milioni di impegni per lanci futuri. I documenti depositati descrivono test in orbita in corso e chiamate bidirezionali voce e video riuscite con i satelliti Block 1, oltre ad altri traguardi del programma.
AST SpaceMobile informó avances operativos significativos junto con importantes actividades de inversión y financiación. La compañía, al 30 de junio de 2025, contaba con 939,4 millones de dólares en efectivo, equivalentes de efectivo y efectivo restringido, frente a 567,5 millones, y con activos totales por 1.881 millones de dólares impulsados por propiedades y equipos por 761,6 millones y 523,9 millones en satélites y trabajos en curso relacionados.
Los ingresos fueron limitados, alcanzando 1,2 millones de dólares en el trimestre (1,9 millones desde principios de año), procedentes de contratos gubernamentales y la reventa de equipos gateway. Los gastos operativos fueron de 74,0 millones de dólares en el trimestre, lo que produjo una pérdida neta atribuible a los accionistas comunes de 99,4 millones en el trimestre y de 145,1 millones desde principios de año. La compañía tenía 503,6 millones de dólares de deuda total y 109,5 millones en pasivos por warrants, que generaron una pérdida por valor razonable de 65,0 millones en el segundo trimestre. Los compromisos de compra sumaban aproximadamente 383,3 millones, más 145,0–175,0 millones en compromisos de lanzamientos futuros. Los documentos presentados describen pruebas en órbita en curso y llamadas bidireccionales de voz y vídeo exitosas utilizando los satélites Block 1, además de otros hitos del programa.
AST SpaceMobile은 상당한 운영 진전과 함께 대규모 투자 및 자금조달 활동을 보고했습니다. 회사는 2025년 6월 30일 기준 현금, 현금성자산 및 제한현금 합계가 9억394만 달러($939.4 million)로 이전의 5억6750만 달러에서 증가했으며, 유형자산 7억6160만 달러와 위성 및 관련 진행중인 건설에 대한 5억2390만 달러로 인해 총자산은 18억8100만 달러($1.881 billion)를 기록했습니다.
수익은 분기 기준 120만 달러(연초 누적 190만 달러)로 정부 계약 업무 및 게이트웨이 장비 재판매에서 발생했습니다. 분기 영업비용은 7400만 달러였으며, 이로 인해 해당 분기 보통주주 귀속 순손실은 9940만 달러, 연초 누적으로는 1억4510만 달러를 기록했습니다. 회사는 총 부채 5억0360만 달러와 워런트 부채 1억950만 달러를 보유하고 있었고, 이로 인해 2분기에 6500만 달러의 공정가치 손실이 발생했습니다. 구매 약정은 약 3억8330만 달러였고, 향후 발사 약정은 1억4500만–1억7500만 달러에 달했습니다. 제출된 문서는 진행 중인 궤도 시험과 Block 1 위성을 이용한 양방향 음성 및 영상 통화의 성공 사례 및 기타 프로그램 마일스톤을 기록하고 있습니다.
AST SpaceMobile a annoncé des progrès opérationnels significatifs ainsi que d'importantes activités d'investissement et de financement. Au 30 juin 2025, la société disposait de 939,4 millions de dollars de trésorerie, équivalents de trésorerie et trésorerie restreinte, en hausse par rapport à 567,5 millions, et d'actifs totaux de 1,881 milliard de dollars, soutenus par des immobilisations corporelles de 761,6 millions et 523,9 millions de satellites et travaux en cours associés.
Les revenus ont été limités à 1,2 million de dollars pour le trimestre (1,9 million depuis le début de l'année), provenant de contrats gouvernementaux et de la revente d'équipements gateway. Les charges d'exploitation se sont élevées à 74,0 millions de dollars au trimestre, entraînant une perte nette attribuable aux actionnaires ordinaires de 99,4 millions pour le trimestre et de 145,1 millions depuis le début de l'année. La société affichait 503,6 millions de dollars de dette totale et 109,5 millions de passifs liés aux warrants, ce qui a généré une perte de juste valeur de 65,0 millions au deuxième trimestre. Les engagements d'achat s'élevaient à environ 383,3 millions, plus 145,0–175,0 millions d'engagements pour des lancements futurs. Les documents déposés décrivent des tests en orbite en cours et des appels vocaux et vidéo bidirectionnels réussis utilisant les satellites Block 1, ainsi que d'autres jalons du programme.
AST SpaceMobile meldete erhebliche operative Fortschritte sowie umfangreiche Investitions- und Finanzierungsaktivitäten. Das Unternehmen verfügte zum 30. Juni 2025 über 939,4 Mio. USD an liquiden Mitteln, Zahlungsmitteläquivalenten und eingeschränkten Zahlungsmitteln (zuvor 567,5 Mio. USD) und über Gesamtvermögen von 1,881 Mrd. USD, getragen von Sachanlagen in Höhe von 761,6 Mio. USD und 523,9 Mio. USD an Satelliten und zugehörigen Bauvorhaben in Arbeit.
Die Umsätze waren mit 1,2 Mio. USD im Quartal (1,9 Mio. USD seit Jahresbeginn) begrenzt und stammten aus Regierungsaufträgen und dem Wiederverkauf von Gateway-Geräten. Die betrieblichen Aufwendungen beliefen sich im Quartal auf 74,0 Mio. USD, was zu einem dem Stammaktionär zurechenbaren Nettoverlust von 99,4 Mio. USD für das Quartal und 145,1 Mio. USD seit Jahresbeginn führte. Das Unternehmen wies insgesamt 503,6 Mio. USD an Verbindlichkeiten und 109,5 Mio. USD an Warrant-Verbindlichkeiten aus, die im zweiten Quartal einen Fair-Value-Verlust von 65,0 Mio. USD verursachten. Die Kaufverpflichtungen beliefen sich auf rund 383,3 Mio. USD zuzüglich 145,0–175,0 Mio. USD an künftigen Startverpflichtungen. Die eingereichten Unterlagen dokumentieren laufende In-Orbit-Tests sowie erfolgreiche bidirektionale Sprach- und Videoanrufe mit Block‑1-Satelliten und weitere Programmetappenziele.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No
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AST SPACEMOBILE, INC.
FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2025
TABLE OF CONTENTS
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Part I. Financial Information |
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1 |
Item 1. Financial Statements |
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Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024 (Unaudited) |
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Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2025 and 2024 (Unaudited) |
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Condensed Consolidated Statements of Comprehensive Loss for the three and six months ended June 30, 2025 and 2024 (Unaudited) |
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Condensed Consolidated Statements of Stockholders’ Equity for the three and six months ended June 30, 2025 and 2024 (Unaudited) |
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Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024 (Unaudited) |
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Notes to Condensed Consolidated Financial Statements (Unaudited) |
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. Quantitative and Qualitative Disclosures About Market Risk |
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Item 4. Controls and Procedures |
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Part II. Other Information |
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Item 1. Legal Proceedings |
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Item 1A. Risk Factors |
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
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Item 3. Defaults Upon Senior Securities |
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Item 4. Mine Safety Disclosures |
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Item 5. Other Information |
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Item 6. Exhibits |
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Signatures |
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i
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
AST SPACEMOBILE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(Dollars in thousands, except share data)
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December 31, 2024 |
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ASSETS |
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Current assets: |
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Restricted cash |
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Non-current assets: |
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TOTAL ASSETS |
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LIABILITIES AND STOCKHOLDERS' EQUITY |
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Current liabilities: |
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Accounts payable |
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Accrued expenses and other current liabilities |
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Contract liabilities |
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Current operating lease liabilities |
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Current portion of long-term debt |
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Total current liabilities |
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|
|
|
||
Non-current liabilities: |
|
|
|
|
|
|
||
Warrant liabilities |
|
|
|
|
|
|
||
Non-current operating lease liabilities |
|
|
|
|
|
|
||
Long-term debt, net |
|
|
|
|
|
|
||
Total liabilities |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Commitments and contingencies (Note 8) |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Stockholders' Equity: |
|
|
|
|
|
|
||
Class A Common Stock, $ |
|
|
|
|
|
|
||
Class B Common Stock, $ |
|
|
|
|
|
|
||
Class C Common Stock, $ |
|
|
|
|
|
|
||
Additional paid-in capital |
|
|
|
|
|
|
||
Accumulated other comprehensive income (loss) |
|
|
|
|
|
( |
) |
|
Accumulated deficit |
|
|
( |
) |
|
|
( |
) |
Noncontrolling interest |
|
|
|
|
|
|
||
Total stockholders' equity |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |
|
$ |
|
|
$ |
|
||
See accompanying notes to the unaudited condensed consolidated financial statements
1
AST SPACEMOBILE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(Dollars in thousands, except share and per share data)
|
|
For The Three Months |
|
|
For The Six Months |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Engineering services costs |
|
|
|
|
|
|
|
|
|
|
|
|
||||
General and administrative costs |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Research and development costs |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loss on remeasurement of warrant liabilities |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Interest expense |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Interest income |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other income (expense), net |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Total other income (expense), net |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loss before income tax expense |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Income tax expense |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net loss before allocation to noncontrolling interest |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss attributable to noncontrolling interest |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net loss attributable to common stockholders |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Net loss per share attributable to holders of Class A Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic and diluted |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Weighted-average number of shares |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic and diluted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
See accompanying notes to the unaudited condensed consolidated financial statements
2
AST SPACEMOBILE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED)
(Dollars in thousands)
|
|
For The Three Months |
|
|
For The Six Months |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss before allocation to noncontrolling interest |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Other comprehensive loss |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency translation adjustments |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Total other comprehensive income (loss) |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Total comprehensive loss before allocation to noncontrolling interest |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Comprehensive loss attributable to noncontrolling interest |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Comprehensive loss attributable to common stockholders |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
See accompanying notes to the unaudited condensed consolidated financial statements
3
AST SPACEMOBILE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)
(Dollars in thousands, except share data)
|
|
Class A |
|
|
Class B |
|
|
Class C |
|
|
Additional |
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
|
|
Shares |
|
|
Values |
|
|
Shares |
|
|
Values |
|
|
Shares |
|
|
Values |
|
|
Paid-in |
|
|
Comprehensive Income (Loss) |
|
|
Accumulated Deficit |
|
|
Noncontrolling Interest |
|
|
Total Equity |
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance, March 31, 2025 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
||||||||||
Stock-based compensation |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|||
Issuance of common stock, net of issuance costs |
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|||||
Issuance of equity under employee stock plan |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
||||
Vesting of restricted stock units |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
|
Issuance of penny warrants |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|||
Redemption of AST LLC Common Units for Class A Common Stock |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
||
Foreign currency translation adjustments |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|||
Net loss |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Balance, June 30, 2025 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
||||||||||
|
|
Class A |
|
|
Class B |
|
|
Class C |
|
|
Additional |
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
|
Shares |
|
|
|
Values |
|
|
Shares |
|
|
Values |
|
|
Shares |
|
|
Values |
|
|
Paid-in |
|
|
Comprehensive Income (Loss) |
|
|
Accumulated Deficit |
|
|
Noncontrolling Interest |
|
|
Total Equity |
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance, December 31, 2024 |
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
||||||||||
Stock-based compensation |
|
|
- |
|
|
- |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|||
Issuance of common stock, net of issuance costs |
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
||||||
Issuance of equity under employee stock plan |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|||||
Vesting of restricted stock units |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
||
Issuance of penny warrants |
|
|
- |
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|||||
Capped call |
|
|
- |
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
|
2034 Convertible Notes settlement |
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
||||||
Redemption of AST LLC Common Units for Class A Common Stock |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|||
Foreign currency translation adjustments |
|
|
- |
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
||||
Net loss |
|
|
- |
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
Balance, June 30, 2025 |
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
|||||||||||
4
AST SPACEMOBILE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)
(Dollars in thousands, except share data)
|
|
Class A |
|
|
Class B |
|
|
Class C |
|
|
Additional |
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
|
|
Shares |
|
|
Values |
|
|
Shares |
|
|
Values |
|
|
Shares |
|
|
Values |
|
|
Paid-in |
|
|
Comprehensive |
|
|
Accumulated Deficit |
|
|
Noncontrolling Interest |
|
|
Total Equity |
|
|
|||||||||||
Balance, March 31, 2024 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
||||||||||
Stock-based compensation |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|||
Issuance of common stock, net of issuance costs |
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|||||
Issuance of equity under employee stock plan |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
||||
Vesting of restricted stock units |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
|
Redemption of AST LLC Common Units for Class A Common Stock |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
||
Foreign currency translation adjustments |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
Net loss |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Balance, June 30, 2024 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
||||||||||
|
|
Class A |
|
|
Class B |
|
|
Class C |
|
|
Additional |
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
|
|
Shares |
|
|
Values |
|
|
Shares |
|
|
Values |
|
|
Shares |
|
|
Values |
|
|
Paid-in |
|
|
Comprehensive |
|
|
Accumulated Deficit |
|
|
Noncontrolling Interest |
|
|
Total Equity |
|
|
|||||||||||
Balance, December 31, 2023 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
|
|
|
||||||||||
Stock-based compensation |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|||
Issuance of common stock, net of issuance costs |
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|||||
Issuance of equity under employee stock plan |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
||||
Vesting of restricted stock units |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
|
Redemption of AST LLC Common Units for Class A Common Stock |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|||
Foreign currency translation adjustments |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
Net loss |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Balance, June 30, 2024 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
||||||||||
See accompanying notes to the unaudited condensed consolidated financial statements
5
AST SPACEMOBILE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Dollars in thousands)
|
|
|
For The Six Months |
|
|||||
|
|
|
2025 |
|
|
2024 |
|
||
|
|
|
|
|
|
|
|
||
Cash flows from operating activities: |
|
|
|
|
|
|
|
||
Net loss before allocation to noncontrolling interest |
|
|
$ |
( |
) |
|
$ |
( |
) |
Adjustments to reconcile net loss before noncontrolling interest to cash used in operating activities: |
|
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
|
||
Amortization of debt issuance costs |
|
|
|
|
|
|
|
||
Loss on disposal of property and equipment |
|
|
|
|
|
|
|
||
Loss on remeasurement of warrant liabilities |
|
|
|
|
|
|
|
||
Stock-based compensation |
|
|
|
|
|
|
|
||
Paid-in-kind ("PIK") interest expense |
|
|
|
|
|
|
|
||
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
||
Prepaid expenses and other current assets |
|
|
|
( |
) |
|
|
( |
) |
Accounts payable and accrued expenses |
|
|
|
|
|
|
( |
) |
|
Operating lease right-of-use assets and operating lease liabilities |
|
|
|
( |
) |
|
|
( |
) |
Contract liabilities |
|
|
|
|
|
|
|
||
Other assets and liabilities |
|
|
|
( |
) |
|
|
|
|
Net cash used in operating activities |
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
||
Cash flows from investing activities: |
|
|
|
|
|
|
|
||
Purchase of property and equipment |
|
|
|
( |
) |
|
|
( |
) |
Net cash used in investing activities |
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
||
Cash flows from financing activities: |
|
|
|
|
|
|
|
||
Proceeds from debt |
|
|
|
|
|
|
|
||
Repayments of debt |
|
|
|
( |
) |
|
|
( |
) |
Payment for debt issuance costs |
|
|
|
( |
) |
|
|
( |
) |
Proceeds from issuance of common stock |
|
|
|
|
|
|
|
||
Payments for third party equity issuance costs |
|
|
|
( |
) |
|
|
( |
) |
Issuance of equity under employee stock plan |
|
|
|
|
|
|
|
||
Employee taxes paid for stock-based compensation awards |
|
|
|
( |
) |
|
|
( |
) |
Purchase of capped call transactions |
|
|
|
( |
) |
|
|
|
|
Net cash provided by financing activities |
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
||
Effect of exchange rate changes on cash, cash equivalents and restricted cash |
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
||
Net increase in cash, cash equivalents and restricted cash |
|
|
|
|
|
|
|
||
Cash, cash equivalents and restricted cash, beginning of period |
|
|
|
|
|
|
|
||
Cash, cash equivalents and restricted cash, end of period |
|
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
|
||
Supplemental disclosure of cash flow information: |
|
|
|
|
|
|
|
||
Non-cash activities: |
|
|
|
|
|
|
|
||
Right-of-use assets obtained in exchange for operating lease liabilities |
|
|
$ |
|
|
$ |
|
||
Non-cash investing and financing activities: |
|
|
|
|
|
|
|
||
Purchases of property and equipment in accounts payable and accrued expenses |
|
|
$ |
|
|
$ |
|
||
PIK interest paid through issuance of PIK notes |
|
|
|
|
|
|
|
||
Deferred asset acquisition costs paid by issuance of penny warrants |
|
|
|
|
|
|
|
||
2034 Convertible Notes settled by issuance of Class A Common Stock |
|
|
|
|
|
|
|
||
Cash paid for: |
|
|
|
|
|
|
|
||
Interest |
|
|
$ |
|
|
$ |
|
||
Income taxes, net |
|
|
|
|
|
|
|
||
See accompanying notes to the unaudited condensed consolidated financial statements
6
AST SPACEMOBILE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
AST SpaceMobile, Inc., collectively with its subsidiaries (“SpaceMobile” or the “Company”), is currently designing, developing and manufacturing the constellation of BlueBird (“BB”) satellites and has begun launching its planned space-based Cellular Broadband network distributed through a constellation of low Earth orbit (“LEO”) satellites. Once deployed and operational, the BB satellites are designed to provide connectivity directly to off-the-shelf and unmodified devices at broadband speeds (the “SpaceMobile Service”), and be accessible for other applications for government use. At that point, the Company intends to offer the SpaceMobile Service to cellular subscribers and others through wholesale commercial agreements with cellular service providers. The Company also intends to leverage its patented technology, including large phased array and high power capability of its BB satellites, for a variety of applications in the government sector. The Company is headquartered in Texas where it operates more than 200,000 square feet of satellite assembly, integrating and testing (“AIT”) facilities. The Company’s intellectual property (“IP”) portfolio is diverse, containing numerous and various innovations of the direct-to-cell satellite ecosystem from space to Earth. The Company’s IP portfolio consists of
The Company launched its Blue Walker 3 (“BW3”) test satellite on September 10, 2022, and announced the completion of the deployment of the communication phased array antenna of the BW3 test satellite in orbit on November 14, 2022. Using the BW3 test satellite, the Company successfully completed two-way 5G voice calls directly to standard unmodified smartphones, achieved repeated successful download speeds of above 21 megabits per second (“Mbps”) to standard unmodified smartphones and spectral efficiency of approximately 3 bits per second per hertz. The Company has also successfully completed initial in-orbit and ground testing for non-communication government applications. The Company intends to continue testing capabilities of the BW3 test satellite, including further testing with cellular service providers and the government.
The Company launched five first generation commercial BB satellites (“Block 1 BB satellites”) on September 12, 2024. The Block 1 BB satellites are of similar size and weight to the BW3 test satellite and have ten times higher throughput than the BW3 test satellite. In October 2024, the Company completed the deployment of the communication phased array antennas and Q/V antennas in orbit and performed a series of monitoring tests and activities to confirm the successful initial operations of the Block 1 BB satellites. In January 2025, the Company successfully made the first video call from space with Vodafone using standard unmodified 4G/5G smartphones. In February 2025, the Company completed the voice and video calls tests on standard unmodified smartphones with AT&T and Verizon in the U.S. and also completed the tests for non-communication applications for the United States government. All five Block 1 BB satellites have participated in the tests at various stages. In April 2025, together with Rakuten Mobile, Inc., the Company successfully conducted a two-way broadband video call in front of a live audience using unmodified smartphones on the SpaceMobile network enabled by a Block 1 BB satellite in orbit today. On July 21, 2025, the Company and AT&T made the first-ever Voice over LTE call and short message service over satellite using AT&T’s spectrum and core network with a standard unmodified cell phone. The Company expects to continue testing for SpaceMobile Service automation including beta testing prior to rollout of initial noncontinuous SpaceMobile Service in select markets including the United States, Europe, and Japan.
On April 6, 2021, the Company completed a business combination (the “Business Combination”) with AST & Science, LLC (“AST LLC”). Following the consummation of the Business Combination, the Company is organized in an “Up-C” structure in which the business is operated by AST LLC and its subsidiaries and in which the Company's only direct assets consist of equity interests in AST LLC. As the managing member of AST LLC, the Company has full discretion to manage and control the business of AST LLC and to take all action it deems necessary to accomplish the purposes of AST LLC. The Company’s Class A Common Stock is listed on the Nasdaq Capital Market under the symbol “ASTS.”
Basis of Presentation and Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements and related notes have been prepared by the Company in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and the requirements of the Securities and Exchange Commission (“SEC”). The unaudited condensed consolidated financial statements include the accounts of the Company, AST LLC and its subsidiaries. Intercompany transactions and balances have been eliminated upon consolidation. Certain comparative amounts have been reclassified to conform to the current period presentation. These reclassifications had no effect on the reported results of operations. In the opinion of management, these unaudited condensed consolidated financial statements contain all adjustments (consisting only of normal and recurring adjustments) necessary to fairly state the unaudited condensed consolidated financial statements.
7
As the Company is the sole managing member of AST LLC and has full, exclusive and complete discretion to manage and control the business of AST LLC and to take all actions it deems necessary, appropriate, advisable, incidental, or convenient to accomplish the purposes of AST LLC, the financial statements of AST LLC and its subsidiaries have been prepared on a consolidated basis with the Company.
The accompanying unaudited condensed consolidated financial statements and related notes should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2024, included in its Annual Report on Form 10-K filed with the SEC on March 3, 2025 (the “2024 Annual Report on Form 10-K”). The results of operations for the periods presented are not indicative of the results to be expected for the year ending December 31, 2025 or for any other interim period or other future year.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. The Company bases its estimates and assumptions on historical experience when available and on other market-specific or other relevant assumptions that it believes to be reasonable under the circumstances. Significant estimates and assumptions reflected in these financial statements include, but are not limited to, useful lives assigned to property and equipment, the fair values of warrant liabilities, potential impairment of long-lived assets, and equity-based compensation expense. The Company assesses estimates on an ongoing basis; however, actual results could materially differ from those estimates which could have a material impact on the Company’s financial position or results of operations.
The Company’s significant accounting policies are described in Note 2 Summary of Significant Accounting Policies of the 2024 Annual Report on Form 10-K, and there have been no significant changes in these significant accounting policies as compared to those described therein.
Segment
Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Chairman and Chief Executive Officer. The Company has determined that it operates in
Revenue Recognition
Revenue generated from sales of goods and services is recognized when a customer obtains control of promised goods or services in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. The Company recognizes revenue for services provided over time as customers simultaneously receive and consume the benefits provided by the Company’s performance. For performance obligations that do not meet the criteria for over time recognition, the Company recognizes revenue upon transfer of control of the performance obligation to the customer. The Company defers revenue and recognizes contract liabilities in the event the performance obligations are not satisfied for which compensation has been received.
To date, the Company has not generated any revenues from its SpaceMobile Service. During the three and six months ended June 30, 2025, the Company recognized $
As of June 30, 2025 and December 31, 2024, $
Recently Adopted and Issued Accounting Pronouncements
In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-04, Induced Conversions of Convertible Debt Instruments, which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. This ASU is effective for fiscal years beginning after December 15, 2025 and interim reporting periods within those annual reporting periods. The Company early adopted the new standard, effective April 1, 2025, on a prospective basis. The adoption did not have a material impact on the consolidated financial statements.
8
Future Adoption of Recently Issued Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires a public business entity (PBE) to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold. In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received. The ASU is effective for the Company for annual periods beginning after December 15, 2024. The Company is currently evaluating the potential impact of adopting this ASU on its consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which is intended to improve the disclosures of expenses by providing more detailed information about the types of expenses in commonly presented expense captions. The standard is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The standard can be applied either prospectively or retrospectively. The Company is currently evaluating the impact of the standard on the presentation of its consolidated financial statements.
All other new accounting pronouncements issued, but not yet effective or adopted, have been deemed to be not relevant to the Company and, accordingly, are not expected to have a material impact once adopted.
The Company’s financial assets and liabilities measured at fair value on a recurring basis were as follows (in thousands):
|
|
As of June 30, 2025 |
|
|||||||||
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|||
Assets: |
|
|
|
|
|
|
|
|
|
|||
Cash equivalents |
|
$ |
|
|
$ |
- |
|
|
$ |
- |
|
|
Total assets measured at fair value |
|
$ |
|
|
$ |
- |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Liabilities: |
|
|
|
|
|
|
|
|
|
|||
Private placement warrant liability |
|
|
- |
|
|
|
- |
|
|
|
|
|
Total liabilities measured at fair value |
|
$ |
|
|
$ |
- |
|
|
$ |
|
||
|
|
As of December 31, 2024 |
|
|||||||||
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|||
Assets: |
|
|
|
|
|
|
|
|
|
|||
Cash equivalents |
|
$ |
|
|
$ |
- |
|
|
$ |
- |
|
|
Total assets measured at fair value |
|
$ |
|
|
$ |
- |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Liabilities: |
|
|
|
|
|
|
|
|
|
|||
Private placement warrant liability |
|
|
- |
|
|
|
- |
|
|
|
|
|
Total liabilities measured at fair value |
|
$ |
|
|
$ |
- |
|
|
$ |
|
||
As of June 30, 2025 and December 31, 2024, the Company had $
As of June 30, 2025 and December 31, 2024, warrant liabilities were comprised of private placement warrants (“Private Placement Warrants”), which have been classified as Level 3 due to the use of historical volatility of the Company’s shares and implied volatility derived from options on the Company’s shares. Warrant liabilities are described in detail in Note 7 Warrant Liabilities.
9
The Private Placement Warrants are valued using a Black-Scholes-Merton model. The Company’s Black-Scholes-Merton model to value Private Placement Warrants required the use of the following subjective assumption inputs:
Property and equipment, net consisted of the following (in thousands):
|
|
As of |
|
|||||
|
|
June 30, |
|
|
December 31, |
|
||
|
|
2025 |
|
|
2024 |
|
||
Land |
|
$ |
|
|
$ |
|
||
Buildings |
|
|
|
|
|
|
||
Leasehold improvements |
|
|
|
|
|
|
||
Satellite in orbit |
|
|
|
|
|
|
||
Lab, assembly, and integration equipment |
|
|
|
|
|
|
||
Satellite antenna |
|
|
|
|
|
|
||
Computer hardware and software |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Construction in progress |
|
|
|
|
|
|
||
Satellite materials and advance payments, satellites under construction, and advance launch payments |
|
|
|
|
|
|
||
Other construction in progress and capital advances |
|
|
|
|
|
|
||
Total property and equipment, gross |
|
$ |
|
|
$ |
|
||
Accumulated depreciation and amortization |
|
|
( |
) |
|
|
( |
) |
Total property and equipment, net |
|
$ |
|
|
$ |
|
||
Depreciation expense for the six months ended June 30, 2025 and 2024 was approximately $
10
Accrued expenses and other current liabilities consists of the following (in thousands):
|
|
June 30, |
|
|
December 31, |
|
||
|
|
2025 |
|
|
2024 |
|
||
Salaries, wages and benefits |
|
$ |
|
|
$ |
|
||
Property and equipment |
|
|
|
|
|
|
||
Other professional services |
|
|
|
|
|
|
||
Accrued interest expense |
|
|
|
|
|
|
||
Accrued spectrum usage rights asset acquisition costs |
|
|
|
|
|
|
||
Others |
|
|
|
|
|
|
||
Total accrued expenses and other current liabilities |
|
$ |
|
|
$ |
|
||
Long-term debt consists of the following (in thousands):
|
|
As of |
|
|||||
|
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||
2032 |
|
$ |
|
|
$ |
|
||
2034 Convertible Notes |
|
|
|
|
|
|
||
Prosperity Capital Equipment Loan |
|
|
|
|
|
|
||
Prosperity Term Loan |
|
|
|
|
|
|
||
Trinity Capital Equipment Loan |
|
|
|
|
|
|
||
Total debt |
|
$ |
|
|
$ |
|
||
Less: current portion of long-term debt |
|
|
( |
) |
|
|
( |
) |
Less: unamortized debt issuance costs |
|
|
( |
) |
|
|
( |
) |
Long-term debt, net of issuance costs |
|
$ |
|
|
$ |
|
||
As of June 30, 2025, the aggregate fair value of the Company’s debt was $
Debt discount and issuance costs are comprised of costs incurred in connection with debt issuance and are presented in the unaudited condensed consolidated balance sheets as a deduction to the carrying amount of the debt and amortized using the effective interest method to interest expense over the term of the debt. During the three and six months ended June 30, 2025, the Company recognized $
Trinity Capital Equipment Loan
On June 27, 2025, AST LLC and certain other subsidiaries of the Company (together with AST LLC, the “AST Companies”) entered into a Master Equipment Financing Agreement (the “MEFA”) with Trinity Capital, Inc. (“Trinity”), as agent (the “Agent”) and lender, and the other lenders party (the “Lenders”), providing for a conditional commitment to provide financing up to $
On June 27, 2025 and June 30, 2025, the AST Companies, the Agent and the Lenders executed
11
commitment fee of approximately $
The AST Companies’ obligations under the Agreements are secured by certain of the AST Companies’ real property fixtures and equipment. The MEFA contains customary affirmative and negative covenants. The MEFA also contains certain customary events of default that, if they occur, will be deemed to occur under all Schedules. Late charges and a default rate may apply if amounts are paid late or there is another default under the Agreements. The MEFA also requires that all or a portion of the amounts under a Schedule be paid if there is a total loss with respect to the collateral.
Prosperity Capital Equipment Loan
On August 14, 2023, AST LLC and certain other subsidiaries of the Company entered into a loan agreement with Lone Star State Bank of West Texas (“Lone Star”), succeeded by Prosperity Bank by merger to Lone Star, providing for a $
As part of entering into the Trinity Capital Equipment Loan, the AST Companies and Prosperity Bank amended the Lone Star Loan Agreement whereby Prosperity Bank released the lien on certain real property fixtures and equipment and the AST Companies pledged the $
2032 4.25% Convertible Notes
On January 27, 2025, the Company issued $
Holders may convert their notes at their option at any time prior to the close of business on the business day immediately preceding December 1, 2031 only under the following conditions: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2025 (and only during such calendar quarter), if the last reported sale price of the Company’s Class A Common Stock for at least
The Company may not redeem the notes prior to March 6, 2029. The Company may redeem for cash all or any portion of the notes, at the Company’s option, on or after March 6, 2029, but only if (1) the liquidity condition (as defined in the indenture) is satisfied and (2) the last reported sale price of the Company’s Class A Common Stock has been at least
The initial conversion rate for the 2032 4.25% Convertible Notes is
12
The 2032 4.25% Convertible Notes include customary covenants and certain events of default after which the notes may be declared immediately due and payable and set forth certain types of bankruptcy or insolvency events of default after which the notes become automatically due and payable.
On July 3, 2025 and July 31, 2025, the Company completed the repurchase of $
2032 2.375% Convertible Notes
On July 29, 2025, the Company issued $
Holders may convert their notes at their option at any time prior to the close of business on the business day immediately preceding July 15, 2032 only under the following conditions: (1) during any calendar quarter commencing after the calendar quarter ending on December 31, 2025 (and only during such calendar quarter), if the last reported sale price of the Company’s Class A Common Stock for at least
The Company may not redeem the notes prior to October 22, 2029. The Company may redeem for cash all or any portion of the notes, at the Company’s option, on or after October 22, 2029, but only if (1) the liquidity condition (as defined in the indenture) is satisfied and (2) the last reported sale price of the Company’s Class A Common Stock has been at least
The initial conversion rate for the 2032 2.375% Convertible Notes is
The 2032 2.375% Convertible Notes include customary covenants and certain events of default after which the notes may be declared immediately due and payable and set forth certain types of bankruptcy or insolvency events of default after which the notes become automatically due and payable.
2034 Convertible Notes
Pursuant to the Convertible Security Investment Agreement (the “Investment Agreement”) which the Company entered into with certain investors, the Company issued subordinated convertible notes (the “2034 Convertible Notes”) for an aggregate principal amount of $
13
On or after 12 months after date of issuance, the Company may require the holders of the 2034 Convertible Notes to convert at an initial conversion rate of
On January 22, 2025, the Company notified the holders of the 2034 Convertible Notes that the Company exercised its option to require all of such notes to be converted into shares of the Company’s Class A Common Stock. In the first quarter of 2025, the then outstanding principal amount of the 2034 Convertible Notes, which included an additional interest accrual of approximately $
Other than as described above, there were no new debt issuances or significant changes related to the above listed debt during the six months ended June 30, 2025. See Note 7 Debt to the Company’s Consolidated Financial Statements included in its 2024 Annual Report on Form 10-K for additional information regarding the debt listed above.
Warrant liabilities are comprised of Private Placement Warrants. Each whole Private Placement Warrant entitles the registered holder to purchase one whole share of Class A Common Stock at a price of $
As of June 30, 2025 and December 31, 2024, the Company recorded warrant liabilities of $
Purchase Commitments
As of June 30, 2025, the Company had purchase commitments of approximately $
Legal Proceedings
The Company is subject to various legal proceedings and claims that have arisen in the ordinary course of business and that have not been fully adjudicated. In the opinion of management, there was not at least a reasonable possibility the Company may have incurred a material loss, or a material loss in excess of any recorded accrual, with respect to loss contingencies. However, the outcome of litigation is inherently uncertain. Therefore, although management considers the likelihood of such an outcome to be remote, if one or more of these legal matters were resolved against the Company in a reporting period for amounts in excess of management’s expectations, the Company’s consolidated financial statements for that reporting period could be materially adversely affected.
Delaware Class Action Litigations
Following books and records demands pursuant to 8 Del. C. § 220, two stockholders filed putative class action complaints in the Delaware Court of Chancery against the Company, certain current and former directors and officers of the Company and its predecessor entity and manager, New Providence Acquisition Corp. and New Providence Management LLC, and Abel Avellan, alleging claims of breach of fiduciary duties, aiding and abetting such breaches, and unjust enrichment, relating to the Company’s de-SPAC merger. On February 11, 2025, the plaintiffs filed a notice voluntarily dismissing the complaints without prejudice, and on April 22, 2025, the Delaware Court of Chancery issued an order dismissing the complaints without prejudice.
14
Class A Common Stock
As of June 30, 2025, there were
Class B Common Stock
As of June 30, 2025, there were
The existing equity holders of AST LLC (other than Mr. Avellan) at the time of the Business Combination own economic interests in AST LLC which are redeemable into either shares of Class A Common Stock on a one-for-one basis or cash at the option of the Company. Upon redemption of the AST LLC Common Units by the existing equity holders (other than Mr. Avellan), a corresponding number of shares of Class B Common Stock held by such existing equity holders will be cancelled. No such redemptions of AST LLC Common Units occurred during the six months ended June 30, 2025.
Class C Common Stock
As of June 30, 2025, there were
Mr. Avellan owns economic interests in AST LLC which are redeemable into either shares of Class A Common Stock on a one-for-one basis or cash at the option of the Company. Upon redemption of the AST LLC Common Units by Mr. Avellan, a corresponding number of shares of Class C Common Stock held by Mr. Avellan will be cancelled. Correspondingly, the Super-Voting Rights associated with the shares of Class C Common Stock cancelled will be terminated.
Preferred Stock
As of June 30, 2025, there were
Noncontrolling Interest
The noncontrolling interests represent the equity interest in AST LLC held by members other than the Company. Changes in the Company’s ownership interest in AST LLC while retaining control of AST LLC are accounted for as equity transactions. Income or loss is attributed to the noncontrolling interests based on their contractual distribution rights, and the relative percentages of equity interest held by the Company and the other members during the period.
As the sole managing member of AST LLC controlling the operating decisions of AST LLC, the Company consolidates the financial position and results of operations of AST LLC and its subsidiaries. The Company reports equity interests in AST LLC held by members other than the Company as noncontrolling interest in the consolidated balance sheets. The noncontrolling interest is classified as permanent equity within the consolidated balance sheets as the Company may only elect to settle a redemption request in cash if the cash delivered in the exchange is limited to the amount of net proceeds from the issuance and sale of Class A Common Stock from a new permanent equity offering.
Each issuance of the Company's Class A Common Stock is accompanied by a corresponding issuance of AST LLC Common Units to the Company, which results in changes in ownership and reduction in noncontrolling interest. As of June 30, 2025, there were
In addition, the Fifth Amended and Restated Limited Liability Company Operating Agreement of AST LLC permits the noncontrolling interest holders of AST LLC Common Units to exchange AST LLC Common Units, together with related shares of the Class B Common
15
Stock or Class C Common Stock, for shares of the Class A Common Stock on a one-for-one basis or, at the election of the Company, for cash (a “Cash Exchange”). A Cash Exchange is limited to the amount of net proceeds from the issuance and sale of Class A Common Stock from a new permanent equity offering. Future redemptions or direct exchanges of AST LLC Common Units by the noncontrolling interest holders will result in a change in ownership and reduce the amount recorded as noncontrolling interest and increase additional paid-in capital. Certain members of AST LLC also hold incentive stock options that are subject to service or performance conditions (see Note 10 Stock-Based Compensation for further details), that are exercisable into AST LLC Common Units which will simultaneously be redeemed for Class A Common Stock. The exercise of the incentive stock options results in a change in ownership and decreases the amount recorded as noncontrolling interest and increases additional paid-in capital.
The Company previously granted service-based and performance-based restricted stock units and service-based options that are exercisable into Class A Common Stock under the 2020 Plan (as defined below). The Company now grants service-based and performance-based restricted stock units and service-based options under the 2024 Plan (as defined below) (see Note 10 Stock-Based Compensation for further details). The vesting of the restricted stock units and the exercise of the options result in a change in ownership and decrease the amount recorded as noncontrolling interest and increase additional paid-in capital.
As of June 30, 2025 and December 31, 2024, the noncontrolling interest in AST LLC was approximately
2024 Equity Distribution Agreement
On September 5, 2024, the Company entered into an Equity Distribution Agreement (the “2024 Sales Agreement” or “2024 ATM Equity Program”) with 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. and UBS Securities LLC (collectively, the “agents”) to sell shares of the Class A Common Stock having an aggregate sale price of up to $
Under the 2024 Sales Agreement, the Company issued
2025 Equity Distribution Agreement
On May 13, 2025, the Company entered into a new Equity Distribution Agreement (the “2025 Sales Agreement” or “2025 ATM Equity Program”) with 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. (collectively, the “agents”) to sell shares of the Class A Common Stock having an aggregate sale price of up to $
Under the 2025 Sales Agreement, the Company issued
In July 2025, the Company issued
16
January 2025 Capped Calls
On January 27, 2025, in connection with the issuance of the 2032
July 2025 Capped Calls
On July 29, 2025, in connection with the issuance of the 2032
Stock-Based Compensation Expense
Stock-based compensation, measured at the grant date based on the fair value of the award, is typically recognized ratably over the requisite services period, using the straight-line method of expense attribution.
|
|
For the Three Months Ended June 30, |
|
|
For the Six Months |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Engineering services |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
General and administrative costs |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The Company estimates the fair value of the stock option awards to employees, non-employees and non-employee members of the Board of Directors using the Black-Scholes option pricing model, which requires the input of subjective assumptions, including (i) the expected volatility of the Company's stock, (ii) the expected term of the award, (iii) the risk-free interest rate, and (iv) any expected dividends. Due to the lack of company-specific historical and implied volatility data, the Company based the estimate of expected volatility on the estimated and expected volatilities of a representative group of publicly traded companies. For these analyses, the Company selects companies with comparable characteristics including enterprise value, risk profiles, position within the industry, and with historical share price information sufficient to meet the expected life of the stock-based awards. The Company computes the historical volatility data using the daily closing prices for the selected companies’ shares during the equivalent period of the calculated expected term of the stock-based awards. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of the Company’s stock price becomes available. For awards that qualify as “plain-vanilla” options, the Company estimates the expected life of the employee stock options using the “simplified” method, whereby the expected life equals the average of the vesting term and the original contractual term of the option. The expected term of stock options granted to non-employees is equal to the contractual term of the option award. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future.
The fair value of restricted stock units or restricted stock granted to employees, non-employees, and non-employee members of the Board of Directors is based on the fair value of the Company’s stock on the grant date. The Company elects to account for forfeitures as they occur rather than apply an estimated forfeiture rate to stock-based compensation expense.
17
AST LLC 2019 Equity Incentive Plan
Prior to the Business Combination, under the 2019 Equity Incentive Plan (“AST LLC Incentive Plan”), AST LLC was authorized to issue ordinary shares, as well as options exercisable for ordinary shares, as incentives to its employees, non-employees, and non-employee members of its Board of Directors. Following the Business Combination, no further grants were made or will be made under the AST LLC Incentive Plan. In connection with the Business Combination, the existing AST LLC options were reclassified into options to acquire AST LLC Incentive Equity Units, and there was no incremental compensation cost and the terms of the outstanding awards, including fair value, vesting conditions and classification, were unchanged. Each AST LLC Incentive Equity Unit is convertible into one AST LLC Common Unit and each AST LLC Common Unit is redeemable for one share of Class A Common Stock on the later of the (i) 24-month anniversary of the consummation of the Business Combination and (ii) six-month anniversary from the vesting date. The AST LLC Incentive Plan continues to govern the terms and conditions of the outstanding awards granted under it, except that in lieu of ordinary shares, holders of options under the AST LLC Incentive Plan have the right to exercise for AST LLC Incentive Units, which may then be converted into AST LLC Common Units, which may further be converted into shares of the Class A Common Stock.
There were two types of options granted under the AST LLC Incentive Plan: (1) service-based options and (2) performance-based options. Service-based options typically vest over a
AST LLC was authorized to issue a total of
The following table summarizes AST LLC’s option activity for the six months ended June 30, 2025:
|
|
Options |
|
|
Weighted-Average Exercise Price |
|
|
Weighted-Average Remaining Contractual Term (years) |
|
|||
Outstanding as of December 31, 2024 |
|
|
|
|
$ |
|
|
|
|
|||
Granted |
|
|
|
|
|
|
|
|
- |
|
||
Exercised |
|
|
( |
) |
|
|
|
|
|
- |
|
|
Cancelled or forfeited |
|
|
( |
) |
|
|
|
|
|
- |
|
|
Outstanding as of June 30, 2025 |
|
|
|
|
$ |
|
|
|
|
|||
Options exercisable as of June 30, 2025 |
|
|
|
|
$ |
|
|
|
|
|||
Vested and expected to vest as of June 30, 2025 |
|
|
|
|
$ |
|
|
|
|
|||
The following table summarizes AST LLC’s unvested option activity for the six months ended June 30, 2025:
|
|
Number of Shares |
|
|
Weighted-Average Grant Date Fair Value |
|
||
Unvested as of December 31, 2024 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
|
|
||
Vested |
|
|
( |
) |
|
|
|
|
Forfeited |
|
|
( |
) |
|
|
|
|
Unvested as of June 30, 2025 |
|
|
|
|
$ |
|
||
As of June 30, 2025, total unrecognized compensation expense related to the unvested stock options was $
SpaceMobile 2020 Incentive Award Plan
In connection with the Business Combination, the Company adopted the 2020 Incentive Award Plan (the “2020 Plan”). Awards could have been made under the 2020 Plan covering an aggregate number of Class A Common Stock shares equal to
18
Stock Options
As of June 30, 2025, there were
The following table summarizes the Company’s option activity under the 2020 Plan for the six months ended June 30, 2025:
|
|
Options |
|
|
Weighted-Average Exercise Price |
|
|
Weighted-Average Remaining Contractual Term (years) |
|
|||
Outstanding as of December 31, 2024 |
|
|
|
|
$ |
|
|
|
|
|||
Granted |
|
|
|
|
|
|
|
|
|
|||
Exercised |
|
|
( |
) |
|
|
|
|
|
|
||
Cancelled or forfeited |
|
|
( |
) |
|
|
|
|
|
|
||
Outstanding as of June 30, 2025 |
|
|
|
|
$ |
|
|
|
|
|||
Options exercisable as of June 30, 2025 |
|
|
|
|
$ |
|
|
|
|
|||
Vested and expected to vest as of June 30, 2025 |
|
|
|
|
$ |
|
|
|
|
|||
The following table summarizes the Company’s unvested option activity under the 2020 Plan for the six months ended June 30, 2025:
|
|
Number of Shares |
|
|
Weighted-Average Grant Date Fair Value |
|
||
Unvested as of December 31, 2024 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
|
|
||
Vested |
|
|
( |
) |
|
|
|
|
Forfeited |
|
|
( |
) |
|
|
|
|
Unvested as of June 30, 2025 |
|
|
|
|
$ |
|
||
There were
As of June 30, 2025, total unrecognized compensation expense related to the unvested stock options under the 2020 Plan was $
Restricted Stock Units
As of June 30, 2025, there were
The following table summarizes the Company’s unvested restricted stock unit activity under the 2020 Plan for the six months ended June 30, 2025:
|
|
Number of Shares |
|
|
Weighted-Average Grant Date Fair Value |
|
||
Unvested as of December 31, 2024 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
|
|
||
Vested |
|
|
( |
) |
|
|
|
|
Forfeited |
|
|
( |
) |
|
|
|
|
Unvested as of June 30, 2025 |
|
|
|
|
$ |
|
||
As of June 30, 2025, total unrecognized compensation expense related to the unvested restricted stock units under the 2020 Plan was $
19
SpaceMobile 2024 Incentive Award Plan
On September 10, 2024, the Company’s stockholders approved the 2024 Plan, which replaced and superseded the 2020 Plan, effective July 29, 2024 (the “Effective Date”).
Stock Options
As of June 30, 2025, there were
The following table summarizes the Company’s option activity under the 2024 Plan for the six months ended June 30, 2025:
|
|
Options |
|
|
Weighted-Average Exercise Price |
|
|
Weighted-Average Remaining Contractual Term (years) |
|
|
|||
Outstanding as of December 31, 2024 |
|
|
|
|
$ |
|
|
|
|
|
|||
Granted |
|
|
|
|
|
|
|
|
- |
|
|
||
Exercised |
|
|
|
|
|
|
|
|
- |
|
|
||
Cancelled or forfeited |
|
|
|
|
|
|
|
|
- |
|
|
||
Outstanding as of June 30, 2025 |
|
|
|
|
$ |
|
|
|
|
|
|||
Options exercisable as of June 30, 2025 |
|
|
|
|
$ |
|
|
|
- |
|
|
||
Vested and expected to vest as of June 30, 2025 |
|
|
|
|
$ |
|
|
|
|
|
|||
The following table summarizes the Company’s unvested option activity under the 2024 Plan for the six months ended June 30, 2025:
|
|
Number of Shares |
|
|
Weighted-Average Grant Date Fair Value |
|
|
||
Unvested as of December 31, 2024 |
|
|
|
|
$ |
|
|
||
Granted |
|
|
|
|
|
|
|
||
Vested |
|
|
|
|
|
|
|
||
Forfeited |
|
|
|
|
|
|
|
||
Unvested as of June 30, 2025 |
|
|
|
|
$ |
|
|
||
The weighted-average grant-date fair value of stock options granted under the 2024 Plan during the six months ended June 30, 2025 was $
20
At June 30, 2025, total unrecognized compensation expense related to the unvested stock options under the 2024 Plan was $
Restricted Stock Units and Restricted Stock
As of June 30, 2025, there were
The following table summarizes the Company’s unvested restricted stock unit and restricted stock activity under the 2024 Plan for the six months ended June 30, 2025:
|
|
Number of Shares |
|
|
Weighted-Average Grant Date Fair Value |
|
|
||
Unvested as of December 31, 2024 |
|
|
|
|
$ |
|
|
||
Granted |
|
|
|
|
|
|
|
||
Vested |
|
|
( |
) |
|
|
|
|
|
Forfeited |
|
|
( |
) |
|
|
|
|
|
Unvested as of June 30, 2025 |
|
|
|
|
$ |
|
|
||
As of June 30, 2025, total unrecognized compensation expense related to the unvested restricted stock units and restricted stock under the 2024 Plan was $
SpaceMobile 2020 Employee Stock Purchase Plan
In connection with the Business Combination, the Company adopted the 2020 Employee Stock Purchase Plan (the “ESPP”). The aggregate number of Common Stock shares that may be issued pursuant to rights granted under the ESPP is
The Company, organized as a C corporation, owns an equity interest in AST LLC in what is commonly referred to as an “Up-C” structure. For U.S. federal and state income tax purposes, AST LLC has elected to be treated as a partnership and does not pay any income taxes since its income and losses are included in the returns of the members. The portion of the Company’s taxable income or loss attributable to the noncontrolling interests of AST LLC is taxed directly to such members. Consequently, no provision for income taxes has been included in the financial statements related to this portion of taxable income. Certain foreign entities are taxed as corporations in the jurisdictions in which they operate, and accruals for such taxes are included in the consolidated financial statements. The Company has operations in India, Scotland, Spain and Israel with tax filings in each foreign jurisdiction.
The consolidated effective tax rate for the three and six months ended June 30, 2025 was (
The Company recorded a net deferred tax asset for the difference between the book value and tax basis of the Company’s investment in AST LLC at the time of the Business Combination. The Company has assessed the realizability of their deferred tax assets and in that analysis has considered the relevant positive and negative evidence available to determine whether it is more likely than not that some portion or all of the deferred tax assets will be realized. As a result, the Company has recorded a full valuation allowance against its deferred tax asset resulting from the Business Combination. As of June 30, 2025, there is no valuation allowance recorded against the foreign deferred tax assets as it is more likely than not that the foreign deferred tax assets will be fully realized. The foreign deferred tax assets are subject to foreign exchange risk, which could reduce the amount the Company may ultimately realize.
The Company had
In conjunction with the Business Combination, the Company also entered into the Tax Receivable Agreement (“TRA”) with AST LLC. Pursuant to the TRA, the Company is required to pay TRA holders (as defined in the TRA) (i)
21
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted into U.S. law, introducing a wide range of tax reform provisions. Pursuant to ASC 740, the effects of changes in tax law are recognized in the period of enactment. As the OBBBA was enacted subsequent to the Company’s balance sheet date of June 30, 2025, the impact of the legislation is not reflected in the Company’s income tax provision for the three and six months ended June 30, 2025. The Company is currently evaluating the implications of the OBBBA on its estimated annual effective tax rate and cash tax position but does not expect the legislation to have a material impact on its financial statements.
Basic and diluted net loss per share attributable to holders of Class A Common Stock is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares during the period.
The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted net loss per share attributable to holders of Class A Common Stock (in thousands, except share and per share data):
|
|
|
|
|
|
|
||
|
|
For the Three Months Ended June 30, 2025 |
|
|
For the Six Months Ended June 30, 2025 |
|
||
Numerator |
|
|
|
|
|
|
||
Net loss before allocation to noncontrolling interest |
|
$ |
( |
) |
|
$ |
( |
) |
Net loss attributable to noncontrolling interest |
|
|
( |
) |
|
|
( |
) |
Net loss attributable to common stockholders - basic and diluted |
|
$ |
( |
) |
|
$ |
( |
) |
Denominator |
|
|
|
|
|
|
||
Weighted-average number of shares of Class A Common Stock outstanding - basic and diluted |
|
|
|
|
|
|
||
Weighted-average number of penny warrants - basic and diluted |
|
|
|
|
|
|
||
Weighted-average number of shares - basic and diluted |
|
|
|
|
|
|
||
Net loss per share attributable to holders of Class A Common Stock - basic and diluted |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
For the Three Months Ended June 30, 2024 |
|
|
For the Six Months Ended June 30, 2024 |
|
||
Numerator |
|
|
|
|
|
|
||
Net loss before allocation to noncontrolling interest |
|
$ |
( |
) |
|
$ |
( |
) |
Net loss attributable to noncontrolling interest |
|
|
( |
) |
|
|
( |
) |
Net loss attributable to common stockholders - basic and diluted |
|
$ |
( |
) |
|
$ |
( |
) |
Denominator |
|
|
|
|
|
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In accordance with FASB ASC 260, Earnings Per Share, penny warrants are warrants that would be exercised for no or little consideration and therefore should be included in the calculation of weighted average shares outstanding for purposes of calculating basic and diluted net income (loss) per share. The Penny Warrants became exercisable (subject to a lockup until March 22, 2026) and are included in basic and diluted net loss per share from June 23, 2025 when the Bankruptcy Court (defined below) approved the proposed Spectrum Usage Rights Transaction (defined below) with Ligado.
As of June 30, 2025, the Company excluded from the calculation of diluted earnings per share
Shares of the Class B Common Stock and Class C Common Stock do not participate in the earnings or losses of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted earnings per share of Class B Common Stock and Class C Common Stock under the two-class method has not been presented.
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On January 5, 2025, AST LLC entered into a binding agreement (the “Strategic Collaboration Term Sheet”) with Ligado LLC under which the Company will receive long-term access to up to 45 MHz of lower mid-band spectrum in the United States and Canada for direct-to-device satellite applications. The Strategic Collaboration Term Sheet was entered into as part of the restructuring of Ligado LLC, which together with certain of its direct and indirect subsidiaries (together with Ligado LLC, “Ligado”) filed voluntary petitions for relief under Chapter 11 of United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (“Bankruptcy Court”).
On March 22, 2025, pursuant to the Strategic Collaboration Term Sheet, the Company, AST LLC, Spectrum USA I, LLC, a subsidiary of AST LLC (“SpectrumCo”) and Ligado entered into certain definitive agreements that, among other things, provided for (1) a $
On June 13, 2025, the Company announced a Settlement Term Sheet (the “Term Sheet”) among various parties including the Company, Ligado, Viasat, Inc. and Inmarsat Global Limited (“Inmarsat”). Pursuant to the Term Sheet, once Ligado’s Chapter 11 plan is confirmed and as long as the financial sponsors of Ligado provide a backstop commitment to Ligado that is acceptable to the Company, in support of a full refund of payments by Ligado in the event applicable regulatory approvals are not obtained and the closing does not occur, the Company has agreed that, with respect to the $
To support the consideration that may become payable under the definitive agreements, on July 15, 2025 (the “Credit Facility Closing Date”), SpectrumCo entered into a credit agreement (the “Credit Agreement”) with Sound Point Agency LLC, as administrative agent and collateral agent, and the lenders from time to time party thereto. The Credit Agreement provides for a non-recourse senior-secured delayed-draw term loan facility (“Sound Point Credit Facility”) in an aggregate principal amount of $
The Sound Point Credit Facility requires the Company to pay a commitment fee equal to
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Vodafone Joint Venture
On July 7, 2025, the Company and Vodafone entered into an agreement to create a jointly-owned European satellite service business (“SatCo”), headquartered in Luxembourg, to exclusively distribute AST SpaceMobile’s broadband satellite services to Mobile Network Operators in European markets. In addition, SatCo is expected to deploy a small network of earth stations that integrate with operators of existing 4G/5G terrestrial networks, providing backhaul links, as well as extended coverage across Europe from the anticipated satellite constellation in LEO.
Global S-Band Spectrum Priority Rights Acquisition
On August 5, 2025, the Company and AST & Science, LLC entered into an agreement with CCUR Holdings, Inc. (“Seller”) and EllioSat Ltd., pursuant to which the Company agreed to purchase from Seller
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Except as otherwise noted or where the context requires otherwise, references in this report (this “Quarterly Report”) to “we,” “us” or the “Company” refer to AST SpaceMobile, Inc. and references to our “management” refer to our officers and directors.
The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included in Item 1 of this Quarterly Report and with our Annual Report on Form 10-K for the year ended December 31, 2024, including our audited consolidated financial statements and related notes contained therein. Unless otherwise indicated, all references to “dollars” and “$” in this Quarterly Report are to, and all monetary amounts in this Quarterly Report are presented in, U.S. dollars.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report 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 included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s 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,” “plan,” “predict,” “potential,” and variations and similar words and expressions are intended to identify such forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Quarterly Report may include, for example, statements about:
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 Part I, Item 1A. Risk Factors included
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in our Annual Report on Form 10-K for the year ended December 31, 2024 and in Part II, Item 1A. Risk Factors included in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025. The Company’s filings with the SEC 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.
Overview
We are building the first and only global Cellular Broadband network in space to be accessible directly by everyday smartphones (2G/4G-LTE/5G devices) for commercial use, and other applications for government use utilizing our extensive intellectual property (“IP”) and patent portfolio. The SpaceMobile Service is being designed to provide cost-effective, high-speed Cellular Broadband services to end-users who are out of terrestrial cellular coverage using existing mobile devices. The SpaceMobile Service currently is planned to be provided by a constellation of high-powered, large phased-array satellites in low Earth orbit (“LEO”) using low-band and mid-band spectrum controlled by MNOs.
On March 22, 2025, we and certain of our subsidiaries entered into certain definitive agreements with Ligado Networks LLC (“Ligado LLC”) and its subsidiaries (together with Ligado LLC, “Ligado”) for usage rights for mid-band spectrum, which were approved by the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) on June 23, 2025. Subject to the completion of certain conditions, including regulatory approval, as a result of the transaction with Ligado, we expect our network will be enhanced by our long-term access to up to 45 MHz of the lower mid-band satellite spectrum in the United States and Canada through our usage agreements. On August 5, 2025, we entered into an agreement to acquire an entity that holds certain S-Band International Telecommunication Union (“ITU”) priority rights to Mobile Satellite Services (“MSS”) frequencies in the range of 1980-2010 MHz and 2170-2200 MHz, for use in LEO. Upon closing, we expect our network will be further enhanced by up to 60 MHz of mid-band satellite spectrum globally. This transaction is expected to close in the second half of 2025, subject to completion of customary closing conditions.
As of June 30, 2025, our IP portfolio consists of approximately 3,700 patent and patent pending claims worldwide, of which approximately 1,700 have been officially granted or allowed. This includes 36 patent families worldwide. Our patents have various terms expiring starting 2039. We are headquartered in Texas where we operate over 200,000 square feet satellite assembly, integrating and testing (“AIT”) facilities.
We intend to work with MNOs to offer the SpaceMobile Service to the MNOs’ end-user customers. We currently have partnerships with over 50 MNOs with nearly 3 billion subscribers globally. Our vision is that users will not need to subscribe to the SpaceMobile Service directly through us, nor will they need to purchase any new or additional equipment. Instead, users will be able to access the SpaceMobile Service when prompted on their mobile device that they are no longer within range of the land-based facilities of the MNOs or will be able to purchase a plan directly with their existing mobile provider. We intend to seek to use a revenue-sharing business model for the SpaceMobile Service in our agreements with MNOs.
The SpaceMobile Service is expected to be highly attractive to MNOs as it will enable them to improve and differentiate their service offering without significant incremental capital investments. The SpaceMobile Service is expected to enable MNOs to augment and extend their coverage without building towers or other land-based infrastructure, including where it is not cost-justified or is difficult due to geographical challenges. As a result of the incremental coverage created by the planned SpaceMobile Service, we believe that MNOs will have the opportunity to increase subscribers’ average revenue per user.
We also intend to leverage our patented technology, including large phased array and high power capability of our BlueBird (“BB”) satellites, for a variety of applications in the government sector. To this end, we have entered into agreements with prime contractors for the United States (“U.S.”) government to perform certain tasks, including a new contract award entered in February 2025 with the United States Space Development Agency (“SDA”) through a prime contractor with total expected revenue of $43.0 million to provide certain testing services utilizing the five Block 1 BB satellites (defined below) and one next generation Block 2 BB satellite and a new contract award entered in April 2025 with the Defense Innovation Unit (“DIU”) through a prime contractor with total expected revenue of up to approximately $20.0 million for SpaceMobile capabilities with multiple U.S. government agencies in support of government communications over land, sea, and air. We intend to seek to enter into other similar agreements with the U.S. government, either directly or through prime contractors, to develop and test certain non-communication applications and, once qualified, provide certain non-communication and communication services through our satellites.
On April 1, 2019, we launched our first test satellite, BlueWalker 1, which was used to validate our satellite to cellular architecture and was capable of managing communications delays from LEO and the effects of doppler in a satellite to ground cellular environment using the 4G-LTE protocol.
We launched our Blue Walker 3 (“BW3”) test satellite on September 10, 2022, and announced the completion of the deployment of the communication phased array antenna of the BW3 test satellite in orbit on November 14, 2022. Using the BW3 test satellite, we successfully completed two-way 5G voice calls directly to standard unmodified smartphones, achieved repeated successful download speeds of above 21 megabits per second (“Mbps”) to standard unmodified smartphones and spectral efficiency of approximately 3 bits per second per hertz. We have also successfully completed initial in-orbit and ground testing for non-communication government applications. We intend to continue testing capabilities of the BW3 test satellite, including further testing with cellular service providers and the U.S. government.
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We launched five first generation commercial BB satellites (“Block 1 BB satellites”) on September 12, 2024. The Block 1 BB satellites are of similar size and weight to the BW3 test satellite and have ten times higher throughput than the BW3 test satellite. In October 2024, we completed the deployment of the communication phased array antennas and Q/V antennas in orbit and performed a series of monitoring tests and activities to confirm the successful initial operations of the Block 1 BB satellites. In January 2025, we successfully made the first SpaceMobile video call from space with Vodafone using standard unmodified smartphones. In February 2025, we completed the voice and video call tests on standard unmodified smartphones with AT&T and Verizon in the United States and also completed the tests for non-communication applications for the U.S. government. All five Block 1 BB satellites have participated in the tests at various stages. In April 2025, together with Rakuten Mobile, Inc., we successfully conducted a two-way broadband video call in front of a live audience using unmodified smartphones on the SpaceMobile network enabled by a Block 1 BB satellite in orbit today. On July 21, 2025, we and AT&T made the first-ever Voice over LTE call and short message service over satellite using AT&T’s spectrum and core network with a standard unmodified cell phone. We expect to continue testing for SpaceMobile Service automation including beta testing prior to rollout of initial noncontinuous SpaceMobile Service in select markets including the United States, Europe and Japan.
The SpaceMobile Service has not been launched and therefore has not yet generated any revenue. We currently plan to utilize the Block 1 BB satellites to initiate a limited, noncontinuous SpaceMobile Service in targeted geographical markets, including in the United States, and validate and test non-commercial government applications and seek to generate revenue from such services. Prior to initiating SpaceMobile Service in each jurisdiction, we will need to obtain regulatory approvals in each jurisdiction where we would provide such service and would need to enter into commercial agreements with MNOs relating to the offering of such service in each jurisdiction.
We received an initial license from the Federal Communications Commission (“FCC”) to launch and operate the Block 1 BB satellites using S- and UHF-band frequencies to support orbit raising maneuvers and Telemetry, Tracking, and Command operations, and to employ the V-band for routine gateway feeder link operations. In the United States, we obtained special temporary authorities (“STAs”) for service link operations from the FCC, under which we have begun testing in the United States employing low-band spectrum from AT&T and Verizon and received FCC authorization to test our space-based Cellular Broadband network on Band 14—the dedicated spectrum for first responders and the public safety community on FirstNet, built with AT&T. We have also obtained STAs in Turkey and the United Kingdom with Vodafone, in Canada with Bell Canada, and in Japan with Rakuten Mobile Inc. In July 2025, we received an experimental authorization from the FCC to launch and operate our first Block 2 BB satellite (“FM 1”) using S- and UHF-band frequencies to support orbit raising maneuvers and Telemetry, Tracking, and Command operations. Further, we have filed our Part 25 modification application for authority to launch and operate our full 248 LEO satellite network and authority to operate in the 700/800 MHz bands for supplemental coverage from space (“SCS”). We also have filed an amendment to our Part 25 modification application to add SCS use of 700 MHz spectrum licensed to FirstNet. The FCC has accepted and placed on public notice the part of our application to enable us to begin launching our satellite network. We expect the FCC to accept and place on public notice the rest of our application in the near future. Before we begin providing full commercial SpaceMobile Service, we will need a grant of our pending Part 25 license and we will need to obtain additional approvals from other regulatory authorities outside the United States. AST SpaceMobile has also filed with the FCC requests for new gateway STAs for several locations to communicate in the Q/V band with our full 248-satellite constellation, including FM 1 and the Block 2 BB satellites.
We have entered into a space-based wireless connectivity agreement with AT&T to provide SpaceMobile Service to AT&T’s end users for use within the continental United States (excluding Alaska) and Hawaii and with Vodafone to provide SpaceMobile Services to Vodafone’s end users for use outside the United States. We plan to enter into a commercial agreement with Verizon in the United States. We are also expanding our efforts on ground infrastructure development for commercial readiness and integrating our SpaceMobile Service into the MNOs’ infrastructure to initiate commercial services.
Beginning in the first quarter of 2024, we have recognized revenue from completion of performance obligations under agreements with prime contractors for the U.S. government and expect to continue to recognize revenue as and when we complete the remaining performance obligations under the agreements. Beginning in the fourth quarter of 2024, we began to generate revenue from the resale of gateway equipment and associated services to MNOs. We believe initiation of limited, noncontinuous SpaceMobile Service, as well as completing the milestones under the agreements with prime contractors for the U.S. government, will help to demonstrate the advantages of our satellite-based Cellular Broadband service in the market. These market activities will commence while we continue the development and testing of the next generation of commercial BB satellites.
Our next generation of commercial BB satellites, Block 2 BB satellites, featuring up to approximately 2,400 square feet communication array, the largest communication array to be ever deployed in a LEO for commercial use and more than three times bigger than the communication array of the Block 1 BB satellites in orbit today, are designed to deliver up to 10 times the bandwidth capacity of the Block 1 BB satellites. We believe the larger aperture array is expected to provide greater spectrum reuse, enhanced signal strength and increased capacity, thereby reducing the necessary number of satellites to achieve service coverage as compared to smaller apertures. In addition, when we introduce our own AST5000 Application Specific Integrated Circuit (“ASIC”) chip in the Block 2 BB satellites, we expect to achieve materially greater throughput capacity of up to 40 MHz per beam to support 120 Mbps peak data rates and up to 10,000 MHz of processing bandwidth per Block 2 BB satellite, require less power and offer a lower overall unit cost. We have reached key production milestones and are in the assembly stage of the first batch of the ASIC chip. We have also completed development of the electronic board with our new ASIC chip. Until we introduce our ASIC chip in Block 2 BB satellites, we expect to continue to manufacture and launch Block 2 BB satellites that are based on a Field Programmable Gate Arrays chip.
We have entered into launch agreements with multiple launch service providers which will allow us to accelerate a planned launch campaign during 2025 and 2026 to launch over 60 Block 2 BB satellites. We have commenced assembling and testing the Block 2 BB
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satellites in accordance with our plan to meet this launch campaign to enable Continuous SpaceMobile Service, which means with respect to a particular geographical market close to 100% reliable persistent service across the geographical areas within certain latitudes and a substantially high degree of reliable persistent service across the remaining geographical areas outside the said latitudes, coverage across key markets such as the United States, Europe, Japan and other strategic markets as well as to facilitate U.S. government applications. We expect to be ready to ship FM 1, our seventh satellite to be launched into orbit, in August 2025. We are engaged with the launch provider to mutually determine the launch date of FM 1. Our launch campaign of over 60 Block 2 BB satellites in 2025 through 2026 is planned at a cadence of one launch approximately every one to two months on average. The timing of shipment and launch of the Block 2 BB satellites are contingent on a number of factors including satisfactory and timely completion of the assembly and testing of the Block 2 BB satellites, regulatory approvals for the shipment and launch, availability of capital, readiness of the launch vehicle, logistics and other factors, many of which are beyond our control.
We are developing a phased satellite deployment plan and a corresponding commercial launch plan of the SpaceMobile Service based on targeted geographical markets to provide the SpaceMobile Service to the most commercially attractive MNO markets. This prioritization of coverage is designed to minimize the capital required to initiate and operate commercial service that generates cash flows from operating activities sooner. We expect that such a successful commercial service would enable us to attract additional capital to continue to assemble and launch additional BB satellites to expand our capacity and geographic coverage area, although there can be no assurance that such capital would be available on terms acceptable to us, or at all.
We are progressing according to our previously announced plan for the procurement and production of Block 2 BB satellites in alignment with our planned 2025 and 2026 launch cadence. Supplier agreements and orders are in place for the procurement of substantially all materials and components needed, in accordance with our production plan, for the assembly, integration and testing necessary to complete 40 fully integrated and assembled Block 2 BB satellites and fully assembled microns and phased array for 53 Block 2 BB satellites.
Our manufacturing, assembly, and testing strategy for Block 2 BB satellites includes continuous production and assembly of various components and sub systems for economies of scale, cost efficiencies, and unlocking capacity constraints, to build sufficient quantity of components and sub systems readily available on hand to be able to complete the final integration and testing of the required number of Block 2 BB satellites closer to the planned launch timelines. As of the date of this Quarterly Report, we have completed the microns for eight Block 2 BB satellites and completed acceptance and testing of substantially all components and sub systems for the integration and assembly of multiple Block 2 BB satellites. We will continue with manufacturing, assembly, integration and testing of the Block 2 BB satellites at our current capacity and once we complete our planned investments to increase the capacity to assemble, integrate, and test up to six Block 2 BB satellites per month in 2025, we plan to accelerate the manufacturing, assembly, integration and testing of the Block 2 BB satellites to meet our planned launches in 2025 and 2026.
We plan to achieve noncontinuous SpaceMobile Service in the selected, targeted geographical markets with the launch and operation of a total of 25 BB satellites (five Block 1 BB satellites and 20 Block 2 BB satellites). We believe the operation of a constellation of 25 BB satellites will enable us to potentially generate cash flows from operating activities to further support the buildup of the remaining constellation. We believe we can enable Continuous SpaceMobile Service coverage across key markets such as the United States, Europe, Japan and other strategic markets with the launch and operation of a total of approximately 45 to 60 BB satellites, and achieve Continuous SpaceMobile Service in all targeted geographical markets to meet our long term business goals with the launch and operation of a total of approximately 90 BB satellites. We anticipate launching and deploying additional satellites beyond the initial 90 satellites in order to enhance coverage and system capacity in response to incremental market demand. Continuous coverage is not expected to be available at all times in certain areas due to numerous factors, including number of active satellites in the region, latitude coverage range, and other factors. Our current plan is subject to numerous uncertainties, many of which are beyond our control, including satisfactory and timely completion of assembly and testing of the satellites, regulatory approvals, readiness of launch vehicles, availability of launch windows by the launch providers, logistics, our ability to raise additional capital for manufacturing of satellites and launch payments, proposed orbits and resulting satellite coverage, launch costs, ability to enter into agreements with MNOs and other factors. We may adopt a strategy for commercial launch of the SpaceMobile Service, including the nature and type of services offered and the geographic markets where we may launch such services, that may differ materially from our current plan.
We are an early stage company and, as such, we are subject to all of the risks associated with early stage companies. Please refer to Risk Factors contained in Part I, “Item 1A. Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2024 and in Part II, “Item 1A. Risk Factors” included in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025.
Recent Developments
Spectrum Usage Rights Transaction and Related Financing
In March 2025, we entered into agreements with Ligado for the Spectrum Usage Rights Transaction (defined below) which was approved by the Bankruptcy Court on June 23, 2025. The closing of the Spectrum Usage Rights Transaction is still subject to receipt of satisfactory regulatory approvals required for the proposed use of the spectrum, as well as other closing conditions.
On June 13, 2025, we announced a Term Sheet (defined below) among various parties including us, Ligado, Viasat, Inc. and Inmarsat Global Limited (“Inmarsat”). The Term Sheet provides that, among other things, as part of Ligado’s ongoing restructuring, Inmarsat will support us receiving long-term spectrum usage rights for 80 years or more with respect to up to 40 MHz of L-Band MSS spectrum in the United States and Canada held by Ligado, plus access to up to an additional 5 MHz in the 1670-1675 MHz Band in the United States. In addition, under the Term Sheet, Inmarsat has agreed to provide affirmative support for our planned regulatory applications with the FCC
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in the United States and Innovation, Science and Economic Development (“ISED”) in Canada seeking authority to operate a Non-Geostationary Orbit (“NGSO”) system within the L-Band mid-band spectrum in North America.
The Term Sheet supplements the definitive documents previously entered into between us and Ligado. Closing of the Ligado Transaction will be subject to receipt of satisfactory regulatory approvals required for the proposed use of the spectrum, as well as other closing conditions. The Term Sheet also provides that, of the $550.0 million consideration to be paid by us to Ligado, $535.0 million will be paid to Ligado for the benefit of Inmarsat so long as Ligado’s Chapter 11 plan is confirmed and the financial sponsors of Ligado provide a backstop commitment to Ligado that is acceptable to us, in support of a full refund of payments by Ligado in the event applicable regulatory approvals are not obtained and the closing does not occur.
On July 15, 2025, SpectrumCo entered into the Sound Point Credit Facility with Sound Point Agency LLC and the lenders from time to time party thereto. The proceeds of the loan borrowed under the Sound Point Credit Facility would be used to support certain payment obligations owed to Ligado relating to the Spectrum Usage Rights Transaction. The Sound Point Credit Facility will be available to SpectrumCo upon the satisfaction of certain conditions, including receipt of all required regulatory and FCC approvals relating to the Spectrum Usage Rights Transaction. Refer to discussion under “Spectrum Usage Rights Transaction and Related Financing” in the “Liquidity and Capital Resources” section below for further details.
No assurance can be provided that the Ligado transaction will be consummated or that the related financing will be disbursed. The Ligado transaction and the disbursement of the related financing are subject to a number of conditions, including regulatory approval. In addition, Ligado’s ongoing bankruptcy proceedings present risks that the Ligado transaction will not be consummated. Moreover, even if the Ligado transaction is consummated, the benefits of the Ligado transaction will be subject to, among other things, integration, technology and regulatory risks. The Ligado transaction may significantly increase our indebtedness (though any debt incurred pursuant to the Sound Point Credit Facility will be non-recourse to us) and our annual required cash spend.
Vodafone Joint Venture
On July 7, 2025, we entered into an agreement with Vodafone to create a jointly-owned European satellite service business (“SatCo”), headquartered in Luxembourg, to exclusively distribute AST SpaceMobile’s broadband satellite services to MNOs in European markets. In addition, SatCo is expected to deploy a small network of earth stations that integrate with operators of existing 4G/5G terrestrial networks, providing backhaul links, as well as extended coverage across Europe from our anticipated satellite constellation in LEO.
Vodafone Idea Strategic Partnership
On June 18, 2025, we announced a strategic partnership with Vodafone Idea (“Vi”), India’s leading telecom service provider, to expand mobile connectivity across India’s unconnected regions. AST SpaceMobile and Vi intend to collaborate on the design, implementation, and launch of the SpaceMobile Satellite System, a space-based Cellular Broadband ecosystem that will be designed to expand Vi’s telecom services of terrestrial connectivity, providing voice, video, data streaming, and internet access. We are expected to develop, manufacture, and manage the satellite constellation, and Vi is expected to oversee terrestrial network integration, operating spectrum, and market access.
2032 2.375% Convertible Notes
On July 29, 2025, we issued $575.0 million aggregate principal amount of convertible senior notes due 2032, including the exercise in full of the option granted to the initial purchasers to purchase up to $75.0 million aggregate principal amount of notes. The 2032 2.375% Convertible Notes are our senior, unsecured obligations and bear interest at a fixed rate of 2.375% per year, payable semiannually in arrears on April 15 and October 15 of each year, beginning on April 15, 2026. The 2032 2.375% Convertible Notes will mature on October 15, 2032, unless earlier repurchased, redeemed, or converted. The 2032 2.375% Convertible Notes are convertible at the option of the holders under certain circumstances. Upon conversion, we will pay or deliver, as the case may be, cash, shares of our Class A Common Stock or a combination of cash and shares of our Class A Common Stock, at our election. Refer to discussion under “2032 2.375% Convertible Notes” in the “Liquidity and Capital Resources” section below for further details.
July 2025 Capped Calls
On July 29, 2025, in connection with the issuance of the 2032 2.375% Convertible Notes, we entered into privately negotiated July 2025 Capped Calls with certain financial institutions at a cost of approximately $54.0 million. The July 2025 Capped Calls cover, subject to anti-dilution adjustments, the number of shares of Class A Common Stock underlying the 2032 2.375% Convertible Notes. The July 2025 Capped Calls have an initial strike price of approximately $72.07 per share and an initial cap price of $120.12 per share, which are subject to certain adjustments under the terms of the July 2025 Capped Calls.
Repurchases of Existing Convertible Notes
On July 3, 2025 and July 31, 2025, we completed the repurchase of $225.0 million and $135.0 million, respectively, of the outstanding principal amount of the 2032 4.25% Convertible Notes in separate, privately negotiated repurchase transactions with a limited number of note holders and funded the repurchases with the net proceeds from a registered direct offering of 9,450,268 and 5,775,635 shares of our Class A Common Stock to the same note holders participating in the note repurchases. Refer to discussion under “2032 4.25% Convertible Notes” in the “Liquidity and Capital Resources” section below for further details.
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Global S-Band Spectrum Priority Rights Acquisition
On August 5, 2025, we entered into an agreement to acquire an entity that holds certain S-Band ITU priority rights to MSS frequencies in the range of 1980-2010 MHz and 2170-2200 MHz, for use in LEO (the “Transaction”). The Transaction has a total consideration of $64.5 million, to be paid in stock or cash at our election, with (i) $26.0 million to be paid at closing, (ii) $10.0 million to be paid on the second anniversary of closing, and (iii) $10.0 million to be paid on the third anniversary of closing. Additionally, we are obligated to pay $16.65 million upon the successful launch and effective in-service of a L/S satellite to be manufactured and $1.85 million upon continuous operation of such L/S satellite for a period of at least ninety (90) days. The Transaction is expected to close in the second half of 2025, subject to completion of customary closing conditions.
Impact of Global Macroeconomic Conditions and Geopolitical Conflicts
We continue to closely monitor the impact of macroeconomic conditions, including heightened inflation, changes to fiscal and monetary policies, higher interest rates, volatility in the capital markets, supply chain challenges, imposition of tariffs and geopolitical conflicts on all aspects of our business across geographies, including how it has and may continue to impact our operations, workforce, suppliers, and our ability to raise additional capital to fund operating and capital expenditures.
Changes in the prices of satellite materials due to inflation, supply chain challenges, tariffs, and other macroeconomic factors may affect our capital cost estimates to build and launch the satellite constellation and adversely affect our financial condition. The extent of impact of these factors on our business will depend on future developments that are highly uncertain and cannot be predicted with confidence at this time. To date, these factors have not had a material impact to our technology development efforts or results of our operations. However, if macroeconomic conditions deteriorate or there are unforeseen developments, our results of operations and financial condition may be adversely affected.
We operate from multiple locations that include our corporate headquarters and over 200,000 square feet of AIT facilities in Texas where the final AIT is performed, engineering and development centers in the United States, India and Scotland, and engineering, development and production centers in Spain and Israel. Our operations in Israel constitute approximately 1% of our consolidated total assets and approximately 10% of our consolidated total operating expenses. To date, our operations in Israel have not been materially impacted by the geopolitical conflict in the Middle East. We currently do not expect potential interruptions to our operations in Israel to have a material impact on the Company.
Factors Affecting Comparability of Our Future Results of Operations to Our Historical Results of Operations
Our historical financial performance has been, and we expect our financial performance in the future to be, driven by our ability to execute on our strategy. We believe that our future results of operations could differ materially from the historical results of operations as we initiate the limited, noncontinuous SpaceMobile Service in certain targeted geographical markets, secure additional contracts with the U.S. government or its prime contractors for non-commercial use of our BB satellites, complete the development of the Block 2 BB satellites, increase our capacity and scale to manufacture BB satellites for the planned launches, launch the Block 2 BB satellites, enter into commercial arrangements with additional MNOs, and close our proposed transaction with Ligado and related financing.
Components of Results of Operations
Revenues
To date, we have not generated any revenues from our SpaceMobile Service and do not expect to generate revenue until we launch the limited, noncontinuous SpaceMobile Service. During the three and six months ended June 30, 2025, we recognized $1.2 million and $1.9 million of revenue, respectively, from performance obligations completed under agreements with prime contractors for U.S. government contracts and from resale of gateway equipment to MNOs. We expect to continue to recognize revenue under these agreements with prime contractors for U.S. government contracts and under gateway equipment resale agreements with MNOs as and when we complete the remaining performance obligations. We currently plan to initiate a limited, noncontinuous SpaceMobile Service in the United States.
Engineering Services Costs
Engineering services costs are charged to expense as incurred. Engineering services costs consist primarily of the cost of employees and consultants involved in designing and developing the BB satellites, managing the network and satellite operations centers, and indirectly supporting the assembly, integration and testing of the BB satellites, license cost, and general expenses related to AIT facilities and engineering development centers.
General and Administrative Costs
General and administrative costs include the costs of insurance, cost of non-engineering personnel and personnel related expenses, software licensing and subscriptions, office and facilities expenses, investor relations, and professional services, including public relations, accounting and legal fees.
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Research and Development Costs
Research and development (“R&D”) costs are charged to expense as incurred. R&D costs consist principally of development activities in which we typically engage third-party vendors and are largely driven by the achievement of milestones that trigger payments and costs of materials and supplies consumed in the R&D activities. R&D costs are expected to fluctuate quarter over quarter depending on achievement of milestones.
Depreciation and Amortization
Depreciation and amortization expense includes depreciation expense related to property and equipment including the Block 1 BB satellites. We began depreciating the Block 1 BB satellites as of October 29, 2024 over their expected remaining useful lives of approximately 60 months.
Loss on Remeasurement of Warrant Liabilities
Private Placement Warrants issued by us are accounted for as liability-classified instruments at their initial fair value on the date of issuance. They are remeasured on each balance sheet date and changes in the estimated fair value are recognized as an unrealized gain or loss in the unaudited condensed consolidated statements of operations.
Interest Expense
Interest expense consists of cash interest payments and amortization of debt issuance costs associated with our debt arrangements.
Interest Income
Interest income consists of interest earned on cash and cash equivalents held in interest bearing demand deposit accounts.
Other Income (Expense), Net
Other income (expense), net primarily consists of non-operating expense and income, including foreign exchange gains or losses.
Income Tax Expense
AST LLC is treated as a partnership for U.S. federal and state income tax purposes. Accordingly, all income, losses, and other tax attributes pass through to the members’ income tax returns, and no U.S. federal and state and local provision for income taxes has been recorded for AST LLC in the unaudited condensed consolidated financial statements. Certain foreign entities are taxed as corporations in the jurisdictions in which they operate, and accruals for such taxes are included in the unaudited condensed consolidated financial statements.
Noncontrolling Interest
Noncontrolling interest primarily represents the equity interest in AST LLC held by members other than us. We attribute a portion of net income or loss generated at AST LLC to the noncontrolling interest based on their ownership interests. As of June 30, 2025 and December 31, 2024, the noncontrolling interest in AST LLC was approximately 26.3% and 30.1%, respectively. The decrease in noncontrolling interest percentage during the six months ended June 30, 2025 was a result of the issuance of Class A Common Stock due to the conversion of the 2034 Convertible Notes, the issuance of Class A Common Stock under the 2024 Sales Agreement and the 2025 Sales Agreement, the redemption of AST LLC Common Units in exchange for Class A Common Stock, the exercise of options for Class A Common Stock and the vesting of restricted stock units.
31
Results of Operations
Three Months Ended June 30, 2025 Compared to the Three Months Ended June 30, 2024
We report our results of operations under one operating segment. The following table sets forth a summary of our unaudited condensed consolidated statements of operations for the three months ended June 30, 2025 and 2024 (in thousands), and the discussion that follows compares the three months ended June 30, 2025 to the three months ended June 30, 2024.
|
For the Three months ended |
|
|
|||||||||||||
|
(unaudited) |
|||||||||||||||
|
2025 |
|
|
2024 |
|
|
$ Change |
|
|
% Change |
||||||
Revenues |
$ |
1,156 |
|
|
$ |
900 |
|
|
$ |
256 |
|
|
|
28 |
|
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Engineering services costs |
|
28,598 |
|
|
|
21,202 |
|
|
|
7,396 |
|
|
|
35 |
|
|
General and administrative costs |
|
27,242 |
|
|
|
17,839 |
|
|
|
9,403 |
|
|
|
53 |
|
|
Research and development costs |
|
6,393 |
|
|
|
4,460 |
|
|
|
1,933 |
|
|
|
43 |
|
|
Depreciation and amortization |
|
11,720 |
|
|
|
20,392 |
|
|
|
(8,672 |
) |
|
|
(43 |
) |
|
Total operating expenses |
|
73,953 |
|
|
|
63,893 |
|
|
|
10,060 |
|
|
|
16 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loss on remeasurement of warrant liabilities |
|
(65,032 |
) |
|
|
(66,140 |
) |
|
|
1,108 |
|
|
|
(2 |
) |
|
Interest expense |
|
(5,657 |
) |
|
|
(4,936 |
) |
|
|
(721 |
) |
|
|
15 |
|
|
Interest income |
|
8,017 |
|
|
|
2,698 |
|
|
|
5,319 |
|
|
* |
|
|
|
Other income (expense), net |
|
308 |
|
|
|
252 |
|
|
|
56 |
|
|
|
22 |
|
|
Total other income (expense), net |
|
(62,364 |
) |
|
|
(68,126 |
) |
|
|
5,762 |
|
|
|
(8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loss before income tax expense |
|
(135,161 |
) |
|
|
(131,119 |
) |
|
|
(4,042 |
) |
|
|
3 |
|
|
Income tax expense |
|
(742 |
) |
|
|
(231 |
) |
|
|
(511 |
) |
|
* |
|
|
|
Net loss before allocation to noncontrolling interest |
|
(135,903 |
) |
|
|
(131,350 |
) |
|
|
(4,553 |
) |
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss attributable to noncontrolling interest |
|
(36,509 |
) |
|
|
(58,800 |
) |
|
|
22,291 |
|
|
|
(38 |
) |
|
Net loss attributable to common stockholders |
$ |
(99,394 |
) |
|
$ |
(72,550 |
) |
|
$ |
(26,844 |
) |
|
|
37 |
|
% |
* Percentage greater than or equal to 100 or not meaningful
Revenues
Revenues increased by $0.3 million, or 28%, to $1.2 million for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024. The increase was primarily attributable to increase in revenue from completion of performance obligations under agreements with prime contractors for U.S. Government contracts.
Engineering Services Costs
Total engineering services costs increased by $7.4 million, or 35%, to $28.6 million for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024. The increase was attributable to a $4.9 million increase in payroll and employee related costs driven by an increase in headcount and higher stock-based compensation expenses, a $1.4 million increase in consultants and professional fees, a $1.0 million increase in AIT facilities and activities and engineering development centers costs resulting from expansion of global facilities footprint, and a $0.1 million increase in other expenses.
General and Administrative Costs
Total general and administrative costs increased by $9.4 million, or 53%, to $27.2 million for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024. The increase was attributable to a $5.4 million increase in legal costs largely driven by our Spectrum Usage Rights Transaction and related financing and our joint venture with Vodafone, a $2.3 million increase in consultants and other professional services, $1.0 million increase in payroll and employee related costs driven by an increase in headcount, and a $0.7 million increase in other expense.
Research and Development Costs
Total R&D costs increased by $1.9 million, or 43%, to $6.4 million for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024. The increase in R&D costs was primarily attributable to the development and design of the Block 2 BB satellites beyond FM 1 and our ASIC chip, partially offset by completion of the development of the Block 1 BB satellites.
Depreciation and Amortization
32
Total depreciation and amortization expense decreased by $8.7 million, or 43%, to $11.7 million for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024. The decrease was due to a lower depreciation expense recognized for the Block 1 BB satellites, which we launched in September 2024, as compared to the depreciation expense recognized in the comparative period for the BW3 test satellite which was fully depreciated as of August 30, 2024.
Loss on Remeasurement of Warrant Liabilities
The fair value adjustment for Private Placement Warrants outstanding at June 30, 2025 resulted in a loss of $65.0 million for the three months ended June 30, 2025 as compared to a loss of $66.1 million for the three months ended June 30, 2024. The decrease in loss was largely driven by changes in our share price.
Interest Expense
Interest expense increased by $0.7 million, or 15%, to $5.7 million for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024. The increase in interest expense was largely due to an increase in interest expense recognized on the 2032 4.25% Convertible Notes we issued on January 27, 2025, partially offset by decreases in interest expense recognized on the 2034 Convertible Notes, which we converted into shares of our Class A Common Stock on January 22, 2025, and on a senior secured credit facility which we terminated on November 13, 2024.
Interest Income
Interest income was $8.0 million for the three months ended June 30, 2025 as compared to interest income of $2.7 million for three months ended June 30, 2024. The increase was driven by a higher cash and cash equivalents balance held in interest bearing short-term money market funds.
Other Income (Expense), Net
Other income, net was $0.3 million for the three months ended June 30, 2025, as compared to other income, net of $0.3 million for three months ended June 30, 2024. The net change of less than $0.1 million was primarily due to a $2.2 million decrease in loss on disposal of fixed assets and a $0.7 million increase in foreign exchange gain, offset by a $2.6 million decrease in other non-operating income and a $0.3 million increase in other expense.
Income Tax Expense
The provision for income taxes was $(0.7) million and $(0.2) million for the three months ended June 30, 2025 and 2024, respectively. The consolidated effective tax rate for the three months ended June 30, 2025 and 2024 was (0.54)% and (0.18%), respectively. Refer to Note 11 Income Taxes in the accompanying notes to the unaudited condensed consolidated financial statements for further information.
Net Loss attributable to Noncontrolling Interest
Net loss attributable to noncontrolling interest was $36.5 million for the three months ended June 30, 2025 as compared to $58.8 million for the three months ended June 30, 2024. This decrease in net loss attributable to noncontrolling interest was due to a decrease in noncontrolling interest’s ownership percentage in AST LLC, partially offset by an increase in net loss generated at AST LLC.
33
Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024
We report our results of operations under one operating segment. The following table sets forth a summary of our unaudited condensed consolidated statements of operations for the six months ended June 30, 2025 and 2024 (in thousands), and the discussion that follows compares the six months ended June 30, 2025 to the six months ended June 30, 2024.
|
For the Six months ended |
|
|
|||||||||||||
|
(unaudited) |
|||||||||||||||
|
2025 |
|
|
2024 |
|
|
$ Change |
|
|
% Change |
||||||
Revenues |
$ |
1,874 |
|
|
$ |
1,400 |
|
|
$ |
474 |
|
|
|
34 |
|
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Engineering services costs |
|
55,802 |
|
|
|
40,719 |
|
|
|
15,083 |
|
|
|
37 |
|
|
General and administrative costs |
|
45,626 |
|
|
|
30,126 |
|
|
|
15,500 |
|
|
|
51 |
|
|
Research and development costs |
|
13,528 |
|
|
|
8,711 |
|
|
|
4,817 |
|
|
|
55 |
|
|
Depreciation and amortization |
|
22,678 |
|
|
|
40,336 |
|
|
|
(17,658 |
) |
|
|
(44 |
) |
|
Total operating expenses |
|
137,634 |
|
|
|
119,892 |
|
|
|
17,742 |
|
|
|
15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loss on remeasurement of warrant liabilities |
|
(68,238 |
) |
|
|
(47,926 |
) |
|
|
(20,312 |
) |
|
|
42 |
|
|
Interest expense |
|
(10,393 |
) |
|
|
(9,332 |
) |
|
|
(1,061 |
) |
|
|
11 |
|
|
Interest income |
|
16,213 |
|
|
|
4,872 |
|
|
|
11,341 |
|
|
* |
|
|
|
Other (expense) income, net |
|
(443 |
) |
|
|
250 |
|
|
|
(693 |
) |
|
* |
|
|
|
Total other income (expense), net |
|
(62,861 |
) |
|
|
(52,136 |
) |
|
|
(10,725 |
) |
|
|
21 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loss before income tax expense |
|
(198,621 |
) |
|
|
(170,628 |
) |
|
|
(27,993 |
) |
|
|
16 |
|
|
Income tax expense |
|
(910 |
) |
|
|
(526 |
) |
|
|
(384 |
) |
|
|
73 |
|
|
Net loss before allocation to noncontrolling interest |
|
(199,531 |
) |
|
|
(171,154 |
) |
|
|
(28,377 |
) |
|
|
17 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss attributable to noncontrolling interest |
|
(54,431 |
) |
|
|
(78,874 |
) |
|
|
24,443 |
|
|
|
(31 |
) |
|
Net loss attributable to common stockholders |
$ |
(145,100 |
) |
|
$ |
(92,280 |
) |
|
$ |
(52,820 |
) |
|
|
57 |
|
% |
* Percentage greater than or equal to 100 or not meaningful
Revenues
Revenues increased by $0.5 million, or 34%, to $1.9 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024. The increase in revenues was primarily attributable to increase in revenue from resale of gateway equipment to MNOs.
Engineering Services Costs
Total engineering services costs increased by $15.1 million, or 37%, to $55.8 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024. The increase was attributable to a $9.8 million increase in payroll and employee related costs driven by an increase in headcount and higher stock-based compensation expenses, a $2.2 million increase in AIT facilities and activities and engineering development centers costs resulting from the expansion of our global facilities footprint, a $2.1 million increase in consultants and professional fees, and a $1.0 million increase in other expenses.
General and Administrative Costs
Total general and administrative costs increased by $15.5 million, or 51%, to $45.6 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024. The increase was attributable to a $6.7 million increase in legal costs largely driven by our Spectrum Usage Rights Transaction and related financing and our joint venture with Vodafone, a $5.8 million increase in consultants and other professional services, a $2.2 million increase in payroll and employee related costs driven by an increase in headcount, and a $0.8 million increase in other expenses.
Research and Development Costs
Total R&D costs increased by $4.8 million, or 55%, to $13.5 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024. The increase in R&D costs was primarily attributable to the development and design of the Block 2 BB satellites beyond FM 1, partially offset by completion of the development of the Block 1 BB satellites.
34
Depreciation and Amortization
Total depreciation and amortization expense decreased by $17.7 million, or 44%, to $22.7 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024. The decrease was due to a lower depreciation expense recognized for the Block 1 BB satellites, which we launched in September 2024, as compared to the depreciation expense recognized in the comparative period for the BW3 test satellite, which was fully depreciated as of August 30, 2024.
Loss on Remeasurement of Warrant Liabilities
The fair value adjustment for Private Placement Warrants outstanding at June 30, 2025 resulted in a loss of $68.2 million for the six months ended June 30, 2025 as compared to a loss of $47.9 million for the six months ended June 30, 2024. The increase in loss was largely driven by changes in our share price.
Interest Expense
Interest expense increased by $1.1 million, or 11%, to $10.4 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024. The increase in interest expense was largely due to an increase in interest expense recognized on the 2032 4.25% Convertible Notes we issued on January 27, 2025, partially offset by decreases in interest expense recognized on the 2034 Convertible Notes, which we converted into shares of our Class A Common Stock on January 22, 2025, and on a senior secured credit facility, which we terminated on November 13, 2024.
Interest Income
Interest income increased by $11.3 million to $16.2 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024. The increase was driven by a higher cash and cash equivalents balance held in interest bearing short-term money market funds.
Other Income (Expense), Net
Other expense, net was $0.4 million for the six months ended June 30, 2025, as compared to other income, net of $0.3 million for the six months ended June 30, 2024. The $0.7 million increase in other expense, net was primarily due to a $2.6 million decrease in other non-operating income and a $0.3 million increase in other expense, partially offset by a $2.2 million decrease in loss on disposal of fixed assets.
Income Tax Expense
The provision for income taxes was $(0.9) million and $(0.5) million for the six months ended June 30, 2025 and 2024, respectively. The consolidated effective tax rate for the six months ended June 30, 2025 and June 30, 2024 was (0.45%) and (0.31%), respectively. Refer to Note 11 Income Taxes in the accompanying notes to the unaudited condensed consolidated financial statements for further information.
Net Loss Attributable to Noncontrolling Interest
Net loss attributable to noncontrolling interest was $54.4 million for the six months ended June 30, 2025 as compared to $78.9 million in the six months ended June 30, 2024. This decrease in net loss attributable to noncontrolling interest was due to a decrease in noncontrolling interest’s ownership percentage in AST LLC, partially offset by an increase in net loss generated at AST LLC.
Liquidity and Capital Resources
Our current sources of liquidity are cash and cash equivalents on hand. As of June 30, 2025, we had $939.4 million of cash and cash equivalents on hand, including $15.8 million of restricted cash. In July 2025, we raised additional net proceeds of approximately $111.3 million from the sale of shares of our Class A Common Stock under the 2025 ATM Equity Program (defined below) and approximately $506.0 million from the issuance of the 2032 2.375% Convertible Notes after deducting the initial purchasers’ discounts and commissions and the estimated offering expenses payable by us and paying the cost of the capped call hedge. We believe our existing cash and cash equivalents on hand will be sufficient to meet our anticipated cash requirements, including current working capital needs, planned operating expenses and capital expenditures for a period of the next 12 months from the date of this Quarterly Report.
The design, assembly, integration, testing and launch of satellites and related ground infrastructure is capital intensive. We continue to estimate the average capital costs, consisting of direct materials and launch costs, for a constellation of over 90 Block 2 BB satellites to be approximately $21.0 million to $23.0 million per satellite, with initial launches higher than that range and trending down over time as we optimize payloads and related launch terms and evaluate a multitude of launch opportunities. The estimated average capital cost per Block 2 BB satellite is based on securing future launch contracts with more favorable terms, diversifying our supply chain to include cost-effective and low-cost suppliers, cost reductions due to the benefits of economies of scale, continuous process improvements, and other factors. If we are unable to achieve the supply chain diversifications, cost reductions, process improvements, and secure favorable future launch contracts, the average capital cost of the Block 2 BB satellites will be higher and such variations could be material.
35
We believe we need to launch and operate a total of 25 BB satellites (five Block 1 BB satellites and 20 Block 2 BB satellites) in order to provide noncontinuous coverage to the most commercially attractive MNO markets and potentially generate cash flow from operating activities. We continue to believe that we are fully funded for operating expenses and capital expenditures necessary to design, manufacture, and launch 20 Block 2 BB satellites and operate a constellation of 25 BB satellites. We believe the operation of a constellation of 25 BB satellites will enable us to secure additional sources of financing, including potentially generating cash flows from operating activities to help fund the buildup of the remaining constellation along with our cash on hand that we have begun to deploy in support of manufacturing up to 40 Block 2 BB satellites. Our launch agreements with multiple launch providers allow us to accelerate a planned launch campaign during 2025 and 2026 to launch over 60 Block 2 BB satellites. Subject to our ability to raise additional capital, this provides us with a flexible option to opportunistically accelerate the buildup of the constellation of over 65 BB satellites (five Block 1 BB satellites and over 60 Block 2 BB satellites) to enable Continuous SpaceMobile Service coverage across key markets such as the United States, Europe, Japan and other strategic markets as well as to facilitate U.S. government applications.
We evaluate our market, product and coverage plans based upon the attractiveness of certain markets, our technology, regulatory concerns and our access to capital and other resources. We believe we can develop satellite configurations that target delivering service to certain attractive markets without the necessity of building a constellation which covers the entire globe. This modularity of our satellite configuration enables us to alter the timing and size of our satellite roll out and provides us flexibility to dynamically change our market plans and capital requirements. As a result, we believe we have the ability to accelerate or slow down our business plan depending upon the availability of capital to support our strategies.
We plan to raise additional capital through the issuance of equity, equity-linked or debt securities (secured or unsecured), secured or unsecured loans or other debt facilities, and credit from government or financial institutions or commercial partners. Our ability to access the capital markets during this period of volatility may require us to modify our current expectations. There can be no assurance that additional funds will be available to us on favorable terms or at all. If we cannot raise additional funds when needed in the future, our financial condition, results of operations, business and prospects may be materially and adversely affected.
Spectrum Usage Rights Transaction and Related Financing
On January 5, 2025, AST LLC entered into a binding agreement (the “Strategic Collaboration Term Sheet”) with Ligado LLC under which we will receive long-term access to up to 45 MHz of lower mid-band spectrum in the United States and Canada for direct-to-device satellite applications. The Strategic Collaboration Term Sheet was entered into as part of the restructuring of Ligado LLC, which together with certain of its direct and indirect subsidiaries filed voluntary petitions for relief under Chapter 11 of United States Bankruptcy Code in the Bankruptcy Court.
On March 22, 2025, pursuant to the Strategic Collaboration Term Sheet, we, AST LLC, Spectrum USA I, LLC, a subsidiary of AST LLC (“SpectrumCo”) and Ligado entered into certain definitive agreements that, among other things, provided for (1) a $550.0 million contingent payment from us to Ligado, (2) our obligation to make spectrum access usage payments of at least $80.0 million annually (“L-band Annual Payment”) (with the option to pay the excess of the amount owed by Ligado to utilize the L-band spectrum in our Class A Common Stock for the first three years), and revenue share payments in exchange for the right to use the up to 40 MHz of the L-band spectrum, (3) our obligation to pay a usage fee amount due in cash (plus a 30% premium with respect to each such payment payable in our Class A Common Stock) (the “Crown Castle Annual Payment”) for the right to use the up to 5 MHz of the 1670-1675 MHz Spectrum, and (4) issuance of 4,714,226 penny warrants (“Penny Warrants”) to Ligado exercisable for shares of our Class A Common Stock at an exercise price per share equal to $0.01 per share, subject to a 12-month lock-up.
On June 23, 2025, the Bankruptcy Court approved the transactions (the “Spectrum Usage Rights Transaction”) contemplated in the Strategic Collaboration Term Sheet. The closing of the Spectrum Usage Rights Transaction is subject to receipt of satisfactory regulatory approvals required for the proposed use of the spectrum, as well as other closing conditions.
Settlement Term Sheet
On June 13, 2025, we announced a Settlement Term Sheet (the “Term Sheet”) among various parties including us, Ligado, Viasat, Inc. and Inmarsat. Pursuant to the Term Sheet, once Ligado’s Chapter 11 plan is confirmed and as long as the financial sponsors of Ligado provide a backstop commitment to Ligado that is acceptable to us, in support of a full refund of payments by Ligado in the event applicable regulatory approvals are not obtained and the closing does not occur, we have agreed that, with respect to the $550.0 million otherwise owed to Ligado in connection with the Spectrum Usage Rights Transaction, we will pay $420.0 million to Ligado for the benefit of Inmarsat on October 31, 2025, $100.0 million to Ligado for the benefit of Inmarsat on March 31, 2026 and $15.0 million to Ligado for the benefit of Inmarsat on receipt of specified regulatory approvals and the closing of the Spectrum Usage Rights Transaction. The remaining $15.0 million would be paid to Ligado at closing. We intend to seek institutional financing based on this refund obligation (supported by the backstop commitment) to facilitate these obligations prior to the non-recourse senior-secured delayed-draw loan facility (described below) becoming available, although there is no assurance that it will be able to do so. Our obligation to make the L-band Annual Payment to Ligado began on June 23, 2025, and we have also commenced paying sublease spectrum amounts under the sublease with Crown Castle MM Holding LLC.
36
Sound Point Credit Facility
To support the consideration that may become payable under the definitive agreements related to the Spectrum Usage Rights Transaction described above, on July 15, 2025 (the “Credit Facility Closing Date”), SpectrumCo entered into a credit agreement (the “Credit Agreement”) with Sound Point Agency LLC, as administrative agent and collateral agent, and the lenders from time to time party thereto. The Credit Agreement provides for a non-recourse senior-secured delayed-draw term loan facility (“Sound Point Credit Facility”) in an aggregate principal amount of $550.0 million (“Loan Amount”). The Sound Point Credit Facility will be available to draw until October 5, 2026 with an option to extend for an additional 180 days (“Availability Period”) subject to payment of an additional 1% fee on the Loan Amount. The Sound Point Credit Facility will be available to SpectrumCo upon the satisfaction of certain conditions, including, among others, (i) entry into security documents and other related documents, (ii) receipt of all required regulatory and FCC approvals relating to the Spectrum Usage Rights Transaction, (iii) confirmation and occurrence of certain bankruptcy-related events pertaining to Ligado and (iv) certain other customary conditions to funding.
The Sound Point Credit Facility requires us to pay a commitment fee equal to 2% of the Loan Amount. The Sound Point Credit Facility also includes a ticking fee equal to 0.15% of the Loan Amount payable on a monthly basis from the Credit Facility Closing Date to the date the Sound Point Credit Facility is drawn. If we terminate the Sound Point Credit Facility prior to the end of the Availability Period, we will be required to pay a termination fee, payable in cash or shares of our Class A Common Stock at our option, ranging from 1% to 5% of the Loan Amount depending on when we terminate the Sound Point Credit Facility. The Sound Point Credit Facility also requires us to pay an upfront fee equal to 3% of the Loan Amount that will become payable when we draw on the Sound Point Credit Facility (and will act as a reduction to proceeds received) and some other fees that will become payable starting from the Closing Date.
Loans drawn under the Sound Point Credit Facility will bear interest, at SpectrumCo’s option, at either (i) Term SOFR plus an applicable margin of 8.0% per annum or (ii) an alternate base rate plus an applicable margin of 9.0% per annum. The scheduled maturity date will depend on the funding date, ranging from 48 to 60 months after funding, and any prepayments made prior to 30 months after the funding date will be subject to a premium (which decreases over time).
SpectrumCo’s obligations under the Sound Point Credit Facility will be secured by a first-priority lien over substantially all of its assets and by a pledge by AST LLC of its equity interests in SpectrumCo. SpectrumCo’s obligations will not be guaranteed by us or any of our subsidiaries and will not be secured by any assets of us or any of our subsidiaries, except to the extent stated herein, and the affirmative and negative covenants apply only to SpectrumCo and any guarantor. Neither we nor AST LLC will be liable as a borrower or guarantor or otherwise for any payments owing in connection with the Sound Point Credit Facility, and the lenders’ recourse to the assets of AST LLC will be limited to AST LLC’s equity interests both in SpectrumCo and in the newly formed subsidiary that will purchase and collect the receivables associated with the revenues generated from use of the L-band spectrum. The Sound Point Credit Facility contains customary affirmative and negative covenants, customary events of default (subject to grace periods, where applicable), and a minimum liquidity covenant (applicable to SpectrumCo at all times following the funding date) calculated by reference to payments owed to Ligado in connection with the Spectrum Usage Rights Transaction.
No assurance can be provided that the Ligado transaction will be consummated or that the related financing will be disbursed. The Ligado transaction and the disbursement of the related financing are subject to a number of conditions, including regulatory approval. In addition, Ligado’s ongoing bankruptcy proceedings present risks that the Ligado transaction will not be consummated. Moreover, even if the Ligado transaction is consummated, the benefits of the Ligado transaction will be subject to, among other things, integration, technology and regulatory risks. The Ligado transaction may significantly increase our indebtedness (though any debt incurred pursuant to the Sound Point Credit Facility will be non-recourse to us) and our annual required cash spend.
Global S-Band Spectrum Priority Rights Acquisition
On August 5, 2025, we entered into an agreement to acquire an entity that holds certain S-Band ITU priority rights to MSS frequencies in the range of 1980-2010 MHz and 2170-2200 MHz, for use in LEO. The Transaction has a total consideration of $64.5 million, to be paid in stock or cash at our election, with (i) $26.0 million to be paid at closing, (ii) $10.0 million to be paid on the second anniversary of closing, and (iii) $10.0 million to be paid on the third anniversary of closing. Additionally, we are obligated to pay $16.65 million upon the successful launch and effective in-service of a L/S satellite to be manufactured and $1.85 million upon continuous operation of such L/S satellite for a period of at least ninety (90) days. The Transaction is expected to close during the second half of 2025, subject to completion of customary closing conditions.
Commitments
During the six months ended June 30, 2025, the contractual minimum principal and interest payments required on all of our outstanding debt and operating leases described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 changed to reflect (i) the full conversion of the 2034 Convertible Notes into shares of our Class A Common Stock and (ii) the drawing of $25.0 million from the Trinity Capital Equipment Loan as described below. As of the date of this Quarterly Report, our contractual minimum principal and interest payments further changed to reflect: (i) the conversion of $360.0 million principal of the 2032 4.25% Convertible Notes into shares of our Class A Common Stock and (ii) issuance of $575.0 million 2032 2.375% Convertible Notes as described below.
As of June 30, 2025, we had contractual commitments with third parties in the aggregate amount of approximately $384.8 million related to procurement of BB satellite components, R&D programs, operational services, and capital improvements for meeting our goal of
37
production of 40 fully integrated BB satellites and microns for 53 BB satellites. We have various rights to adjust the quantity of satellite components on the purchase orders and/or change the delivery timelines in accordance with our ongoing business plan. We also have rights to terminate these agreements in accordance with the terms of the agreement and potentially incur a termination fee in certain cases. In addition, we have launch agreements under which payments are due at scheduled milestones over the duration of the agreement, including certain milestones where payments are contingent and not due unless launch providers meet the milestones as defined in the agreement. As of June 30, 2025, the minimum commitments related to the future launches are approximately $145.0 - $175.0 million. We have contractual rights to cancel these launches or terminate the related agreements at any time by paying a termination fee, and in certain cases without incurring a termination fee, and any excess payments made to the launch providers for these launches will be refunded to us.
2024 Equity Distribution Agreement
On September 5, 2024, we entered into an Equity Distribution Agreement (the “2024 Sales Agreement” or “2024 ATM Equity Program”) with 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. and UBS Securities LLC (collectively, the “agents”) to sell shares of the Class A Common Stock having an aggregate sale price of up to $400.0 million through an “at the market offering” program under which the agents acted as sales agents. The agents were entitled to total compensation at a commission rate of up to 3.0% of the gross sales price per share sold.
Under the 2024 Sales Agreement, we issued 928,441 and 2,918,407 shares of our Class A Common Stock during the three and six months ended June 30, 2025, respectively, and received proceeds of approximately $19.9 million and approximately $74.8 million, respectively, net of commissions paid to the agents and transaction costs. During the three and six months ended June 30, 2025, we paid commission of approximately $0.5 million and approximately $1.9 million to the agents with respect to such sales, respectively. Having utilized virtually the entire capacity of the 2024 ATM Equity Program, we terminated the 2024 ATM Equity Program on May 13, 2025 when we entered into the 2025 ATM Equity Program (defined below). Proceeds from the sale of the Class A Common Stock under the 2024 Sales Agreement were used for general corporate purposes.
2025 Equity Distribution Agreement
On May 13, 2025, we entered into a new Equity Distribution Agreement (the “2025 Sales Agreement” or “2025 ATM Equity Program”) with 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. (collectively, the “agents”) to sell shares of the Class A Common Stock having an aggregate sale price of up to $500.0 million through an “at the market offering” program under which the agents acted as sales agents. The agents were entitled to total compensation at a commission rate of up to 3.0% of the gross sales price per share sold.
Under the 2025 Sales Agreement, we issued 11,129,048 shares of our Class A Common Stock during the three months ended June 30, 2025, and received proceeds of approximately $377.4 million, net of commissions paid to the agents and transaction costs. During the three months ended June 30, 2025, we paid commission of approximately $8.7 million to the agents with respect to such sales. In July 2025, we issued 2,476,311 shares of our Class A Common Stock and raised proceeds of approximately $111.3 million, net of commissions of approximately $2.6 million paid to the agents. Having utilized virtually the entire capacity of the 2025 ATM Equity Program, we terminated the 2025 ATM Equity Program on July 23, 2025. Proceeds from the sale of the Class A Common Stock under the 2025 Sales Agreement were and will continue to be used for general corporate purposes.
Prosperity Term Loan
In December 2021, concurrent with the purchase of real property and certain equipment in Midland, Texas, AST & Science Texas, LLC (“AST Texas”) entered into a credit agreement with Lone Star State Bank of West Texas (“Lone Star”), succeeded by Prosperity Bank by merger to Lone Star, providing for a $5.0 million term loan secured by certain property (the “Term Loan Credit Agreement”). Borrowings under the term loan bear interest at a fixed rate equal to 4.20% per annum until December 7, 2026, and from December 8, 2026 until December 8, 2028 at a fixed rate per annum equal to 4.20% plus adjustment if the index rate (as defined in the Term Loan Credit Agreement) is greater than 4.20%, subject to a maximum interest rate of 4.90% per annum.
The Term Loan Credit Agreement contains certain customary events of default, and certain covenants that limit AST Texas’ ability to, among other things, create liens on collateral, consolidate, merge, sell, or otherwise dispose of all or substantially all of their assets; and enter into certain transactions with their affiliates. If AST Texas fails to perform its obligations under these and other covenants, or should any event of default occur, the term loan may be terminated and any outstanding borrowings, together with unpaid accrued interest, could be declared immediately due and payable, and the lender will be authorized to take possession of the collateral.
Prosperity Capital Equipment Loan
On August 14, 2023, we entered into a loan agreement with Lone Star, succeeded by Prosperity Bank by merger to Lone Star, as lender, providing for $15.0 million principal term loan commitment secured by certain real property fixtures and equipment in one of our Texas facilities (the “Lone Star Loan Agreement”). We drew the entire $15.0 million on September 19, 2023. The Lone Star Loan Agreement includes certain customary affirmative and negative covenants. As part of entering into the Trinity Capital Equipment Loan (described below), we and Prosperity Bank amended the Lone Star Loan Agreement whereby Prosperity Bank released the lien on certain real property fixtures and equipment and we pledged a $15.0 million deposit in the Lone Star Bank Money Market Fund as a security for the loan.
38
Borrowings accrue interest at the Prime Rate plus 0.75%, subject to a ceiling rate. Interest payments are due and payable on a monthly basis. Interest payments began in September 2023 and principal payments began in April 2025. Principal repayments are due in 48 equal monthly installments until January 2029, the maturity date of the loan.
Trinity Capital Equipment Loan
On June 27, 2025, we entered into a Master Equipment Financing Agreement (the “MEFA”) with Trinity Capital, Inc., as agent (the “Agent”) and lender, and the other lenders party (the “Lenders”) thereto, providing for a conditional commitment to provide financing in the total amount of up to $100.0 million. On June 27, 2025 and June 30, 2025, we, the Agent and the Lenders executed Equipment Financing Schedule No. 1 (“Schedule No. 1”) and No.2 (“Schedule No. 2,” and together with Schedule No. 1 and the MEFA, the “Agreements”) to the MEFA in the amount of $21.5 million (the “Draw 1 Total Cost”) and $3.5 million (the “Draw 2 Total Cost”), respectively. The remaining amount of up to $75.0 million may be funded in one or more draws on or before June 30, 2027 (the “Termination Date”), subject to the satisfaction of various conditions.
For the five-year term of the initial draws which began on July 1, 2025, we will make monthly payments of $478,719 and $77,931, respectively, and an end of term payment in the amount of 9% of the Draw 1 Total Cost and the Draw 2 Total Cost. Additionally, if the aggregate amount of draws funded through the Termination Date is less than $50.0 million, then we will pay the Agent for the benefit of the Lenders a non-utilization fee equal to 2.50% of the difference between $50.0 million and the aggregate amount of draws funded through the Termination Date. If the amounts under Schedule No. 1 or Schedule No. 2 are voluntarily prepaid, we will pay a prepayment fee equal to 3% to 5% of the Draw 1 Total Cost or the Draw 2 Total Cost, as applicable, depending on the timing of the prepayment.
Our obligations under the Agreements are secured by certain of our tangible assets. The MEFA contains customary affirmative and negative covenants. The MEFA also contains certain customary events of default that, if they occur, will be deemed to occur under all schedules.
Convertible Security Investment Agreement
Pursuant to the Convertible Security Investment Agreement which we entered into with certain investors, we issued subordinated convertible notes (“2034 Convertible Notes”) for an aggregate principal amount of $110.0 million on January 16, 2024 to AT&T, Google, and Vodafone, and for an aggregate principal amount of $35.0 million on May 23, 2024 to Verizon. The 2034 Convertible Notes bear interest at a rate of 5.50% per year, payable semi-annually in arrears on June 30 and December 30 of each year, beginning on June 30, 2024. We have the option to pay interest on the 2034 Convertible Notes in cash or in kind. We elected to pay interest on the 2034 Convertible Notes in kind on June 30, 2024, resulting in the principal amount of the 2034 Convertible Notes being increased by approximately $3.0 million. Interest will accrue on such increased principal amount in subsequent interest periods. We elected to pay interest on the 2034 Convertible Notes in cash on December 30, 2024. The net proceeds of the 2034 Convertible Notes were used for general corporate purposes.
On January 22, 2025, we notified the holders of the 2034 Convertible Notes that we exercised our option to require all of such notes to be converted into shares of our Class A Common Stock. In the first quarter of 2025, the then outstanding principal amount of the 2034 Convertible Notes, which included an additional interest accrual of approximately $0.5 million, was converted into 25,818,541 shares of our Class A Common Stock and our obligation under the 2034 Convertible Notes was automatically cancelled upon such share issuance.
2032 4.25% Convertible Notes
On January 27, 2025, we issued $460.0 million aggregate principal amount of convertible senior notes due 2032 (the “2032 4.25% Convertible Notes”), including the exercise in full of the option granted to the initial purchasers to purchase up to $60.0 million aggregate principal amount of notes. The net proceeds of the 2032 4.25% Convertible Notes were $446.3 million after deducting the initial purchasers’ discounts and commissions and the estimated offering expenses payable by us. We used approximately $44.5 million of the net proceeds to pay the cost of the privately negotiated capped call transactions (the “January 2025 Capped Calls”). The remaining net proceeds were and are expected to continue to be used for working capital or other general corporate purposes.
On July 3, 2025 and July 31, 2025, we completed the repurchase of $225.0 million and $135.0 million, respectively, of the outstanding principal amount of the 2032 4.25% Convertible Notes in separate, privately negotiated repurchase transactions with a limited number of note holders for an aggregate repurchase price of approximately $502.9 million and $346.9 million, respectively, which included accrued and unpaid interest. The repurchase was funded with the net proceeds from a registered direct offering of 9,450,268 and 5,775,635 shares of our Class A Common Stock to the same note holders participating in the note repurchase.
The 2032 4.25% Convertible Notes are our senior, unsecured obligations and bear interest at a fixed rate of 4.25% per year, payable semiannually in arrears on March 1 and September 1 of each year, beginning on September 1, 2025. The 2032 4.25% Convertible Notes will mature on March 1, 2032, unless earlier repurchased, redeemed, or converted. The 2032 4.25% Convertible Notes are convertible at the option of the holders under certain circumstances. Upon conversion, we will pay or deliver, as the case may be, cash, shares of our Class A Common Stock or a combination of cash and shares of our Class A Common Stock, at our election.
2032 2.375% Convertible Notes
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On July 29, 2025, we issued $575.0 million aggregate principal amount of convertible senior notes due 2032 (the “2032 2.375% Convertible Notes”), including the exercise in full of the option granted to the initial purchasers to purchase up to $75.0 million aggregate principal amount of notes. The 2032 2.375% Convertible Notes are our senior, unsecured obligations and bear interest at a fixed rate of 2.375% per year, payable semiannually in arrears on April 15 and October 15 of each year, beginning on April 15, 2026. The 2032 2.375% Convertible Notes will mature on October 15, 2032, unless earlier repurchased, redeemed, or converted. The 2032 2.375% Convertible Notes are convertible at the option of the holders under certain circumstances. Upon conversion, we will pay or deliver, as the case may be, cash, shares of our Class A Common Stock or a combination of cash and shares of our Class A Common Stock, at our election. The net proceeds of the 2032 2.375% Convertible Notes were $560.0 million after deducting the initial purchasers’ discounts and commissions and the estimated offering expenses payable by us. We used approximately $54.0 million of the net proceeds to pay the cost of the privately negotiated capped call transactions (the “July 2025 Capped Calls”). The remaining net proceeds are expected to be used for working capital or other general corporate purposes.
Commercial Prepayments
On May 23, 2024, AST LLC and Verizon entered into a Memorandum of Understanding which provides, among other things, that Verizon will make a $45.0 million commercial payment for prepaid service revenue, creditable against future service revenue of AST LLC, subject to us receiving certain regulatory approvals for our SpaceMobile Service and entry into a definitive commercial agreement.
Cash Flows
Historical Cash Flows
The following table summarizes our sources and uses of cash for the six months ended June 30, 2025 and 2024 (in thousands):
|
For the Six Months ended |
|
|||||
|
(unaudited) |
|
|||||
|
2025 |
|
|
2024 |
|
||
Cash, cash equivalents and restricted cash |
$ |
939,400 |
|
|
$ |
287,567 |
|
Cash used in operating activities |
|
(72,024 |
) |
|
|
(64,274 |
) |
Cash used in investing activities |
|
(430,622 |
) |
|
|
(61,770 |
) |
Cash provided by financing activities |
|
875,627 |
|
|
|
325,743 |
|
Operating activities
Cash used in operating activities was $72.0 million for the six months ended June 30, 2025 as compared to cash used in operating activities of $64.3 million for the six months ended June 30, 2024. The $7.7 million increase in cash used in operating activities was attributable to an increase of $27.0 million in expenses to support operations, partially offset by a decrease of approximately $19.3 million in working capital during the six months ended June 30, 2025.
Investing activities
Cash used in investing activities was $430.6 million for the six months ended June 30, 2025, as compared to cash used in investing activities of $61.8 million for the six months ended June 30, 2024. The $368.8 million increase in cash used in investing activities was attributable to an increase in purchases of property and equipment, including procurement of BB satellite materials, advance launch and BB satellite materials payments, and other capital advances.
Financing activities
Cash provided by financing activities was $875.6 million and $325.7 million during the six months ended June 30, 2025 and June 30, 2024, respectively. The $549.9 million increase in cash provided by financing activities was attributable to a $327.1 million increase in net proceeds raised from issuance of debt, a $265.8 million increase in net proceeds raised from issuance of equity, and a $2.3 million increase in net proceeds from exercises and settlement of equity awards under our stock-based compensation plans, partially offset by a $44.5 million payment to purchase the January 2025 Capped Calls in connection with issuance of the 2032 4.25% Convertible Notes and a $0.8 million increase in principal payments of debt.
Funding Requirements
We believe our existing cash and cash equivalents on hand will be sufficient to meet our anticipated cash requirements, including current working capital needs, planned operating expenses and capital expenditures, for the next 12 months from the date hereof. However, our forecast of the period of time through which our financial resources will be adequate to support operations is a forward-looking statement that involves risks and uncertainties, and actual results could vary materially. We have based this estimate on assumptions that may prove to be wrong, and we could expend capital resources sooner than we expect.
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Future capital requirements will depend on many factors, including:
Until such time, if ever, as we can generate substantial revenues to support our cost structure, we expect to finance cash needs through the issuance of equity, equity-linked or debt securities (secured or unsecured), secured or unsecured loans or other debt facilities, and credit from government or financial institutions or commercial partners. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interest of stockholders will be, or could be, diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of common stockholders. Debt financing and equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we raise funds through commercial agreements, or other similar arrangements with third parties, we may have to relinquish valuable rights to our technologies and/or future revenue streams, or grant licenses on terms that may not be favorable to us and/or may reduce the value of our Common Stock. Also, our ability to raise necessary financing could be impacted by recent geopolitical events, higher interest rates, inflationary economic conditions and imposition of tariffs and their effects on the market conditions. If we are unable to raise additional funds through equity offerings, debt financings or commercial arrangements when needed, we may be required to delay, limit, reduce or terminate our commercialization efforts or grant rights to develop and market other services even if we would otherwise prefer to develop and market these services ourselves, or potentially discontinue operations.
Critical Accounting Policies
Our unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP). Preparation of the financial statements requires our management to make judgments, estimates and assumptions that impact the reported amount of revenue and expenses, assets and liabilities and the disclosure of contingent assets and liabilities. We consider an accounting judgment, estimate or assumption to be critical when (1) the estimate or assumption is complex in nature or requires a high degree of judgment and (2) the use of different judgments, estimates and assumptions could have a material impact on our unaudited condensed consolidated financial statements. For a discussion of our critical accounting policies, see “Critical Accounting Policies” in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024. There have been no material changes to our critical accounting policies since our Annual Report on Form 10-K for the year ended December 31, 2024.
Off-Balance Sheet Arrangements
On June 13, 2025, we announced the Term Sheet among various parties including us, Ligado, Viasat, Inc. and Inmarsat. Pursuant to the Term Sheet, as long as the financial sponsors of Ligado provide a backstop commitment to Ligado that is acceptable us, in support of a full refund of payments by Ligado in the event applicable regulatory approvals are not obtained and the closing does not occur, we have agreed that, with respect to the $550.0 million otherwise owed to Ligado in connection with the Spectrum Usage Rights Transaction, we will pay $420.0 million to Ligado for the benefit of Inmarsat on October 31, 2025, $100.0 million to Ligado for the benefit of Inmarsat on March 31, 2026 and $15.0 million to Ligado for the benefit of Inmarsat on receipt of specified regulatory approvals and the closing of the Spectrum Usage Rights Transaction. The remaining $15.0 million would be payable to Ligado at the closing. We intend to seek institutional financing based on this refund obligation (supported by the backstop commitment) to facilitate these obligations prior to the non-recourse senior-secured delayed-draw loan facility becoming available, although there is no assurance that we will be able to do so. As of the date of this Quarterly Report, the Term Sheet constitutes an off-balance sheet commitment, as the related payment obligations are subject to financing contingencies and, therefore, are not recognized in our unaudited condensed consolidated financial statements.
On June 23, 2025, the Bankruptcy Court approved the Spectrum Usage Rights Transaction contemplated in the Strategic Collaboration Term Sheet. The closing of the Spectrum Usage Rights Transaction is still subject to receipt of satisfactory regulatory approvals required for the proposed use of the spectrum, as well as other closing conditions. AST LLC’s obligation to make the Crown Castle Annual Payment and SpectrumCo’s obligation to make the L-band Annual Payment each began on June 23, 2025. Refer to discussion under “Spectrum
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Usage Rights Transaction and Related Financing” in the “Liquidity and Capital Resources” section and Note 13 Spectrum Usage Rights Transaction and Related Financing for further details.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risks in the ordinary course of our business. Our exposure to market risk has not changed materially from what we previously disclosed in Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K for the year ended December 31, 2024 other than additional interest rate risk exposure from issuing the 2032 4.25% Convertible Notes and the Trinity Capital Equipment Loan as described below:
On January 27, 2025, we issued the 2032 4.25% Convertible Notes with an aggregate principal amount of $460.0 million, the full amount of which was outstanding as of June 30, 2025. We carry the 2032 4.25% Convertible Notes at face value less the unamortized debt issuance costs on our unaudited condensed consolidated balance sheets. The 2032 4.25% Convertible Notes have a fixed interest rate; therefore, we have no financial statement risk associated with changes in interest rates with respect to the 2032 4.25% Convertible Notes. The fair value of the 2032 4.25% Convertible Notes changes when the market price of our stock fluctuates or market interest rates change.
In June 2025, we have drawn a total of $25.0 million under an equipment financing facility with Trinity Capital, Inc., the full amount of which was outstanding as of June 30, 2025. We carry the term loan at face value less the unamortized debt issuance costs on our consolidated balance sheets. The term loan has a fixed interest rate; therefore, we have no financial statement risk associated with changes in interest rates with respect to the term loan. The fair value of the term loan changes when the market interest rates change.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rule 13a–15(e) and 15d-15(e)) as of June 30, 2025. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2025.
Changes in Internal Control over Financial Reporting
There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this Quarterly Report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
We are subject to various legal proceedings and claims that have arisen in the ordinary course of business and that have not been fully adjudicated. In the opinion of management, there was not at least a reasonable possibility we may have incurred a material loss, or a material loss in excess of any recorded accrual, with respect to loss contingencies. However, the outcome of litigation is inherently uncertain. Therefore, although management considers the likelihood of such an outcome to be remote, if one or more of these legal matters were resolved against us in a reporting period for amounts in excess of management’s expectations, our consolidated financial statements for that reporting period could be materially adversely affected. Refer to Note 8 Commitments and Contingencies in the accompanying notes to the unaudited condensed consolidated financial statements for further information.
Delaware Class Action Litigations
Following books and records demands pursuant to 8 Del. C. § 220, two stockholders filed putative class action complaints in the Delaware Court of Chancery against the Company, certain current and former directors and officers of the Company and its predecessor entity and manager, New Providence Acquisition Corp. and New Providence Management LLC, and Abel Avellan, alleging claims of breach of fiduciary duties, aiding and abetting such breaches, and unjust enrichment, relating to the Company’s de-SPAC merger. On February 11, 2025, the plaintiffs filed a notice voluntarily dismissing the complaints without prejudice, and on April 22, 2025, the Delaware Court of Chancery issued an order dismissing the complaints without prejudice.
Item 1A. Risk Factors.
As of June 30, 2025, there have been no material changes from the risk factors previously disclosed in Part I, Item 1A. Risk Factors included in our Annual Report on Form 10-K for the year ended December 31, 2024 and in Part II, Item 1A. Risk Factors included in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not Applicable.
Item 5. Other Information.
In the quarter ended June 30, 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act)
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Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
3.1 |
|
Second Amended and Restated Certificate of Incorporation of AST SpaceMobile, Inc. (incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on April 12, 2021). |
3.2 |
|
Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of AST SpaceMobile, Inc. (incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on June 9, 2025). |
10.1 |
|
Settlement Term Sheet, dated as of June 13, 2025, among AST SpaceMobile Inc., Ligado Networks LLC, Viasat, Inc. and Inmarsat Global Limited (incorporated by reference to Exhibit 1.1 to the registrant’s Current Report on Form 8-K filed with the SEC on June 26, 2025). |
10.2 |
|
Master Equipment Financing Agreement, dated as of June 27, 2025, among AST & Science, LLC, AST & Science Texas LLC, AST SpaceMobile Manufacturing, LLC, Trinity Capital, Inc., as administrative agent, collateral agent and lender, and the other lenders from time to time party thereto (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on July 3, 2025). |
10.3* |
|
Amendment To Strategic Collaboration and Spectrum Usage Agreement |
10.4†* |
|
AST SpaceMobile, Inc. 2024 Incentive Award Plan – Form of Restricted Stock Award Agreement |
31.1* |
|
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
31.2* |
|
Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
32.1* |
|
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
32.2* |
|
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
101.INS |
|
XBRL Instance Document |
101.CAL |
|
XBRL Taxonomy Extension Calculation Linkbase Document |
101.SCH |
|
XBRL Taxonomy Extension Schema Document |
101.DEF |
|
XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB |
|
XBRL Taxonomy Extension Labels Linkbase Document |
101.PRE |
|
XBRL Taxonomy Extension Presentation Linkbase Document |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
† Management contract or compensatory plan or arrangement
* Filed herewith
45
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
AST SPACEMOBILE, INC. |
|
|
|
|
Date: August 11, 2025 |
By: |
/s/ Abel Avellan |
|
Name: |
Abel Avellan |
|
Title: |
Chairman and Chief Executive Officer |
|
|
Principal Executive Officer |
|
|
|
Date: August 11, 2025 |
By: |
/s/ Andrew M. Johnson |
|
Name: |
Andrew M. Johnson |
|
Title: |
Chief Financial Officer and Chief Legal Officer |
|
|
Principal Financial Officer |
46
FAQ
How much cash did AST SpaceMobile (ASTS) hold at June 30, 2025?
What were ASTS revenues for Q2 2025 and where did they come from?
What net loss did ASTS report for Q2 2025 and year-to-date?
How much debt and warrant liability does ASTS have?
What are ASTS's purchase and launch commitments?
What technical milestones did ASTS report in the filing?
