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

Rhea-AI Filing Summary

AST SpaceMobile (ASTS) filed an 8-K to disclose two capital-raising moves and preliminary liquidity data. The company will: (i) launch a private offering of $500 million convertible senior notes due 2032 to Rule 144A buyers; and (ii) conduct a concurrent registered direct equity offering that will partly fund the repurchase of up to $135 million of its outstanding 4.25% convertible notes.

Balance-sheet snapshot (unaudited, 30 Jun 25):

• Cash, cash equivalents & restricted cash ≈ $939.4 million
• Total debt ≈ $278.6 million (of which $235 million convertible notes; $43.6 million subsidiary secured debt)

The company emphasises that these figures are preliminary.

ATM program update: Between 13 May and 16 Jul 25 ASTS sold ~13.6 million Class A shares, generating $488.7 million in net proceeds and essentially exhausting the $500 million at-the-market facility, which was terminated on 23 Jul 25.

The new note offering will be paired with capped-call transactions designed to limit dilution upon conversion. None of the disclosures constitute an offer to sell securities.

Positive

• $939.4 million cash provides substantial liquidity for satellite deployment plans
• $500 million new convertible notes expected to extend runway while only modestly increasing leverage
• Partial $135 million repurchase of higher-coupon converts may lower future debt service
• Capped call transactions aim to mitigate dilution from the 2032 notes
• ATM program successfully raised $488.7 million in equity capital

Negative

• Recent and upcoming equity issuances dilute existing shareholders
• Reliance on capital markets signals continuing cash burn before revenue generation
• Preliminary figures are unaudited and subject to revision

Insights

Equity Analyst

TL;DR: Deal adds liquidity but raises dilution risk; net impact neutral.

ASTS ends Q2 with an estimated $939 M cash—sizable for a pre-revenue satellite operator. The $500 M convertible deal plus direct equity sale extend its runway through BlueBird constellation build-out while partially retiring higher-coupon converts. However, cumulative share issuance (13.6 M ATM shares plus new direct offering) pressures per-share upside, and the 2032 converts, even with capped calls, embed future dilution. Overall the filing shows proactive liability management yet signals continued reliance on capital markets until commercial service ramps, giving it a neutral risk-reward profile.

Credit Analyst

TL;DR: Leverage remains modest; new notes extend maturity profile.

Pro-forma debt is only ~$279 M versus nearly $1 B cash, so gross leverage is low. Issuing additional senior converts to repay a portion of existing notes lengthens tenor to 2032 and limits cash interest expense. Secured debt at subs is minimal. Credit quality benefits from strong liquidity, though noteholders face equity-linked risk typical for converts. Planned capped calls protect against excessive strike dilution, supporting bondholder economics.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): July 24, 2025

AST SpaceMobile, Inc.

(Exact name of registrant as specified in its charter)

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

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

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

N/A

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

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

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

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

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

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

Emerging growth company ☐

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

Item 2.02 Results of Operation and Financial Condition.

On July 24, 2025, AST SpaceMobile, Inc. (the “Company”) announced a proposed offering (the “New Notes Offering”) of convertible senior notes due 2032 (the “New Notes”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and its intention to enter into capped call transactions in connection therewith as described in Item 8.01 below. The Company separately announced a registered direct offering of shares of its Class A common stock (the “Registered Direct Offering”) as described in Item 8.01 below. In connection with the New Notes Offering and the Registered Direct Offering, the Company provided the following disclosure for the purpose of supplementing and updating disclosures contained in the Company’s prior filings with the Securities and Exchange Commission, which includes certain preliminary unaudited financial information of the Company as of June 30, 2025:

Liquidity Update

As of June 30, 2025, total cash and cash equivalents and restricted cash was approximately $939.4 million. Giving effect to the Company’s recent repurchase of its 4.25% senior convertible notes due 2032 (“Existing Convertible Notes”) and its new equipment financing facility, as of June 30, 2025, the Company’s total consolidated indebtedness for borrowed money was approximately $278.6 million, consisting of $235.0 million principal amount of Existing Convertible Notes and an aggregate of approximately $43.6 million of senior secured indebtedness at its subsidiaries. The Company’s financial results as of and for the quarter ended June 30, 2025 are not yet complete and will not be available until after the completion of this offering. Accordingly, the foregoing financial information is a preliminary estimate for cash and cash equivalents and restricted cash, total consolidated indebtedness, and total senior secured indebtedness as of June 30, 2025. These estimates are subject to revision based upon the completion of the Company’s quarter-end financial closing procedures and other developments that may arise prior to the time the Company’s financial results for the quarter ended June 30, 2025 are finalized. Neither the Company’s independent auditors, nor any other independent accountants, have audited, reviewed, compiled, examined, or performed any procedures with respect to this preliminary financial information. You should not place undue reliance on these preliminary estimates.

ATM Update

On May 13, 2025, we entered into an Equity Distribution Agreement (the “ATM Sales Agreement”) to sell shares of our Class A common stock having an aggregate offering price of up to $500.0 million, from time to time, through an “at the market offering” program, under which B. Riley Securities, Inc., Barclays Capital Inc., BofA Securities, Inc., Cantor Fitzgerald & Co., Deutsche Bank Securities Inc., Roth Capital Partners, LLC, Scotia Capital (USA) Inc., UBS Securities LLC and William Blair & Company, L.L.C. act as sales agents (the “2025 ATM Program”). As of July 16, 2025, we have sold approximately 13.6 million shares of our Class A common stock through our 2025 ATM Program for aggregate net proceeds of $488.7 million. Having utilized virtually the entire capacity of the 2025 ATM Program, we terminated the 2025 ATM Program on July 23, 2025.

The information included in this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 8.01 Other Events.

On July 24, 2025, the Company issued a press release relating to its proposed offering of the New Notes to qualified institutional buyers pursuant to Rule 144A under the Securities Act and its intention to enter into capped call transactions in connection therewith, and a press release relating to its proposed registered direct offering of Class A common stock and concurrent repurchase of a portion of its Existing Convertible Notes. A copy of the press releases are filed as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K and are incorporated by reference herein.

Neither this Current Report on Form 8-K nor the press releases filed as Exhibits 99.1 and 99.2 hereto constitute an offer to sell, or a solicitation of an offer to buy, any shares of AST SpaceMobile’s Class A common stock or any of its New Notes, or an offer to buy, or a solicitation of an offer to sell, any of its Existing Notes, nor will there be any sale of any of AST SpaceMobile’s securities in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press release titled “AST SpaceMobile Announces Proposed Private Offering of $500.0 Million of Convertible Senior Notes Due 2032,” dated July 24, 2025
99.2		Press release titled “AST SpaceMobile Announces Proposed Repurchase of up to $135.0 million Million Convertible Senior Notes to be Funded By Concurrent Registered Direct Offering of Class A Common Stock,” dated July 24, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

		AST SPACEMOBILE, INC.
Date:	July 24, 2025	By:	/s/ Andrew M. Johnson
			Andrew M. Johnson
			Executive Vice President, Chief Financial Officer and Chief Legal Officer

FAQ

How much cash does ASTS report as of 30 June 2025?

Preliminary cash, cash equivalents and restricted cash total $939.4 million.

What is the size and term of the new convertible note offering?

ASTS plans a private offering of $500 million convertible senior notes due 2032.

Why is ASTS issuing new equity?

Proceeds from the registered direct offering will help fund the repurchase of up to $135 million of existing 4.25% convertible notes.

How much capital was raised through the 2025 ATM program?

The company sold ~13.6 million shares for $488.7 million in net proceeds and has now terminated the program.

What is ASTS’s total debt after recent actions?

Total consolidated indebtedness is preliminarily estimated at $278.6 million, including $235 million of existing converts.

Do these announcements affect current financial statements?

The 8-K states the data are supplemental and not yet audited; they are not considered ‘filed’ under Exchange Act Section 18.