false
0001780312
0001780312
2025-10-07
2025-10-07
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): October 7, 2025
AST
SpaceMobile, Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-39040 |
|
84-2027232 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
Midland
International Air & Space Port
2901
Enterprise Lane
Midland,
Texas 79706
(Address
of Principal Executive Offices) (Zip Code)
(432)
276-3966
(Registrant’s
telephone number, including area code)
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
1.01. Entry into a Material Definitive Agreement.
On
October 7, 2025, AST SpaceMobile, Inc. (“we,” “us,” the “Company” or “AST”) entered
into an Equity Distribution Agreement (the “ATM Sales Agreement”) to sell shares of the Company’s Class A common stock,
par value $0.0001 per share (“Class A Common Stock”), having an aggregate offering price of up to $800.0 million (the
“Shares”), from time to time, through an “at the market offering” program with up to a three year term,
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, William Blair & Company, L.L.C. and Yorkville
Securities, LLC (collectively, the “agents”) will act as sales agents. The sales, if any, of the Shares made under the
ATM Sales Agreement will be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule
415 promulgated under the Securities Act of 1933, as amended.
The
agents will be entitled to total compensation at a commission rate of up to 3.0% of the gross sales price per Share sold. We have agreed
to provide the agents with customary indemnification and contribution rights. We will also reimburse the agents for certain specified
expenses in connection with the ATM Sales Agreement. The ATM Sales Agreement contains customary representations and warranties and conditions
to the sale of the Shares pursuant thereto.
We
are not obligated to sell any of the Shares under the ATM Sales Agreement and may at any time suspend solicitation and offers thereunder.
The offering of Shares pursuant to the ATM Sales Agreement will terminate on the earlier of (1) the sale, pursuant to the ATM Sales Agreement,
of Shares having an aggregate offering price of $800.0 million, (2) the termination of the ATM Sales Agreement by either us or
the agents, as permitted therein, or (3) the third anniversary of the signing of the ATM Sales Agreement.
The
Shares will be issued pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333-281939). The Company
filed a prospectus supplement on October 7, 2025 (the “Prospectus Supplement”) with the U.S. Securities and Exchange
Commission in connection with the offer and sale of the Shares.
This
Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the Shares, nor shall there
be an offer, solicitation or sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of such state.
The
foregoing description of the ATM Sales Agreement is only a summary and is qualified in its entirety by reference to the full text of
the ATM Sales Agreement which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Attached
to this Current Report on Form 8-K as Exhibit 5.1, and incorporated by reference to the Prospectus Supplement, is the opinion of McGuireWoods
LLP relating to the legality of the Shares.
Item
9.01. Financial Statement and Exhibits.
| 1.1 |
|
Equity Distribution Agreement, among AST SpaceMobile, Inc., AST & Science, LLC and 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, William Blair & Company, L.L.C. and Yorkville Securities, LLC dated October 7, 2025 |
| 5.1 |
|
Opinion of McGuireWoods LLP |
| 23.1 |
|
Consent of McGuireWoods LLP (included in Exhibit 5.1) |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
AST
SPACEMOBILE, INC. |
| |
|
| Date:
October 7, 2025 |
By: |
/s/
Andrew M. Johnson |
| |
Name: |
Andrew
M. Johnson |
| |
Title: |
Executive
Vice President, Chief Financial Officer and Chief Legal Officer |
