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

Rhea-AI Filing Summary

AST SpaceMobile (NASDAQ:ASTS) filed an 8-K announcing the pricing of a registered direct offering of Class A common stock alongside a concurrent repurchase of a portion of its 4.25% convertible senior notes due 2032. The company aims to use proceeds from the stock offering to fund the note repurchase.

The filing represents a significant capital structure adjustment, though specific pricing and volume details were not disclosed in this 8-K. The transaction appears designed to manage the company's debt obligations while maintaining its capital position.

Positive

• Strategic initiative to optimize capital structure through debt reduction
• Use of registered direct offering structure suggests controlled execution and institutional support
• Proactive management of convertible debt obligations due 2032

Negative

• Potential dilution for existing shareholders through new stock issuance
• Lack of specific pricing and volume details in initial announcement

Insights

Financial Analyst

Strategic debt restructuring through equity-for-debt swap indicates proactive balance sheet management.

This transaction represents a calculated move to optimize AST SpaceMobile's capital structure. By executing a simultaneous stock offering and convertible note repurchase, the company is effectively swapping debt for equity, which could reduce future interest expenses and debt obligations. The 4.25% convertible notes due 2032 likely presented an opportunity for beneficial refinancing given current market conditions. This approach to liability management demonstrates forward-thinking financial stewardship, though the ultimate impact will depend on the final pricing terms and repurchase volume.

Capital Markets Specialist

Registered direct offering structure suggests targeted institutional participation and controlled execution.

The choice of a registered direct offering, rather than a traditional follow-on offering, indicates a more controlled and potentially less market-disruptive approach to raising capital. This structure typically involves pre-arranged sales to select institutional investors, which can provide more pricing certainty and reduced market impact compared to a broader public offering. The concurrent note repurchase suggests careful coordination to minimize market uncertainty and optimize execution timing.

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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): June 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 June 25, 2025, AST SpaceMobile, Inc. (the “Company”) issued a press release relating to the pricing of its registered direct offering of Class A common stock and concurrent repurchase of a portion of its 4.25% convertible senior notes due 2032. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Neither this Current Report on Form 8-K nor the press release filed as Exhibit 99.1 hereto constitutes an offer to sell or a solicitation of an offer to buy, any shares of AST SpaceMobile’s Class A common stock or any of its 2032 convertible notes, nor will there be any sale of any of AST SpaceMobile’s securities in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press release titled “AST SpaceMobile Prices Repurchase of Convertible Notes and Registered Direct Offering of Class A Common Stock to Fund Convertible Note Repurchase,” dated June 25, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

		AST SPACEMOBILE, INC.
Date:	June 25, 2025	By:	/s/ Andrew M. Johnson
			Andrew M. Johnson
			Executive Vice President, Chief Financial Officer and Chief Legal Officer

FAQ

What is the purpose of ASTS's registered direct offering and note repurchase?

AST SpaceMobile is conducting a registered direct offering of Class A common stock to fund the repurchase of a portion of its 4.25% convertible senior notes due 2032, effectively restructuring its debt obligations.

When are ASTS's convertible notes scheduled to mature?

The convertible senior notes being partially repurchased are due in 2032.

What is the interest rate on ASTS's convertible notes being repurchased?

The convertible senior notes carry an interest rate of 4.25%.

Who authorized the filing for ASTS?

The filing was signed by Andrew M. Johnson, who serves as Executive Vice President, Chief Financial Officer and Chief Legal Officer of AST SpaceMobile.