[8-K] AST SpaceMobile, Inc. Reports Material Event

Rhea-AI Filing Summary

AST SpaceMobile completed its acquisition of EllioSat Ltd. The company closed the previously announced transaction and paid the first required consideration of $26.0 million to CCUR Holdings, Inc. by issuing 581,395 shares of its Class A common stock on the Closing Date. The issuance was made under an exemption from registration provided by Section 4(a)(2) of the Securities Act. The disclosure states the transfer of 100% of EllioSat's issued and outstanding equity interests to AST SpaceMobile under the Share Purchase Agreement dated August 5, 2025.

Positive

• Acquisition completed: AST SpaceMobile closed the purchase of 100% of EllioSat Ltd.'s equity interests.
• Consideration paid: The first required payment of $26.0 million was executed as specified in the Share Purchase Agreement.
• Clear legal basis: The issuance of consideration shares was made relying on Section 4(a)(2) of the Securities Act.

Negative

• Equity issuance: AST SpaceMobile issued 581,395 Class A shares as payment, increasing the company's outstanding shares.
• Limited disclosure: The filing does not disclose the post-issuance share count or additional financial terms for future payments.

Insights

M&A Specialist

TL;DR: AST SpaceMobile closed acquisition of EllioSat and paid $26.0M via stock issuance of 581,395 Class A shares.

The filing confirms closing of the acquisition transaction contemplated by the August 5, 2025 Share Purchase Agreement and records the first consideration payment. Settlement in equity rather than cash is explicitly documented, with 581,395 Class A common shares issued to CCUR Holdings, Inc. The filing also notes reliance on the Section 4(a)(2) exemption for the share issuance, indicating a private placement exemption rather than a registered offering. The disclosure is transactional and procedural, providing the key mechanics of consideration paid and legal basis for issuance without additional financial detail or integration commentary.

Corporate Governance Expert

TL;DR: Transaction closed and consideration shares were issued under a securities exemption; disclosure is concise and factual.

The company states it acquired 100% of EllioSat Ltd. and fulfilled the first contractual payment by issuing equity. The filing specifies number of shares and dollar value of the payment and cites the securities registration exemption used. The disclosure does not provide details on any shareholder approvals, impact on fully diluted share count, or subsequent contractual payments, so governance implications are stated only to the extent of the issuance mechanics disclosed.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 25, 2025

AST SpaceMobile, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-39040		84-2027232
(State or Other Jurisdiction		(Commission		(IRS Employer
of Incorporation)		File Number)		Identification No.)

Midland International Air & Space Port 2901 Enterprise Lane Midland, Texas		79706
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (432) 276-3966

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, par value $0.0001 per share		ASTS		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On September 25, 2025 (the “Closing Date”), AST SpaceMobile, Inc. (the “Company”) completed its previously announced transaction to acquire 100% of the issued and outstanding equity interests in EllioSat Ltd. from CCUR Holdings, Inc. pursuant to the Share Purchase Agreement, dated August 5, 2025, by and among the Company, AST & Science, LLC, CCUR Holdings, Inc. and EllioSat Ltd. (as amended from time to time, the “Agreement”). In accordance with the Agreement, the Company elected to pay its first required consideration payment of $26.0 million to CCUR Holdings, Inc. in the form of 581,395 shares of the Company’s Class A common stock (the “Consideration Shares”) and issued such shares to CCUR Holdings, Inc. on the Closing Date (the “Issuance”) in reliance upon the exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended.

In connection with the Issuance, the Company filed a prospectus supplement, dated September 26, 2025 (the “Prospectus Supplement”), to the prospectus, dated September 5, 2024, included in the Company’s Registration Statement on Form S-3 (Registration No. 333-281939), to register the offer and resale of the Consideration Shares.

The legal opinion of McGuireWoods LLP relating to the legality of the issuance of the Consideration Shares is attached as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
5.1		Opinion of McGuireWoods LLP
23.1		Consent of McGuireWoods LLP (contained in Exhibit 5.1)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AST SPACEMOBILE, INC.
Date: September 26, 2025	By:	/s/ Andrew M. Johnson
		Andrew M. Johnson
		Executive Vice President, Chief Financial Officer and Chief Legal Officer

FAQ

What did AST SpaceMobile (ASTS) acquire?

AST SpaceMobile acquired 100% of the issued and outstanding equity interests in EllioSat Ltd.

How much was the first consideration payment and how was it paid?

The first required consideration payment was $26.0 million, paid by issuing 581,395 shares of AST SpaceMobile Class A common stock.

Under what authority were the consideration shares issued?

The issuance was made in reliance on the exemption from registration afforded by Section 4(a)(2) of the Securities Act.

When was the Share Purchase Agreement dated?

The Share Purchase Agreement is dated August 5, 2025.

Does the filing state any cash payment was made instead of shares?

No. The filing states the payment was made in the form of 581,395 Class A common shares and does not indicate a cash payment for this consideration.