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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): October 29, 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
7.01 Regulation FD Disclosure.
On October 29, 2025, AST SpaceMobile, Inc. (the “Company”) issued a press release announcing that AST & Science, LLC (“AST
LLC”), a wholly owned subsidiary of the Company, has entered into a ten-year commercial agreement with Saudi Telecom Company (“STC”)
to enable direct-to-device satellite mobile connectivity across Saudi Arabia and key regional markets. A copy of the press release is
attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The
information contained in this Item 7.01 and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such
section, nor will such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or
the Exchange Act, except as may be expressly set forth by specific reference in such filing.
Item
8.01 Other Events.
On October 29, 2025, AST LLC entered into a ten-year commercial agreement with STC to enable direct-to-device satellite mobile connectivity
across Saudi Arabia and key regional markets. As part of this agreement, STC has committed to a prepayment of $175 million during 2025
for future services and made a significant long-term commercial revenue commitment. The partnership aims to eliminate connectivity gaps
by delivering 5G and 4G LTE services directly to standard mobile phones without the need of any specialized software or device support
or updates, for consumers, enterprises, and government sectors, ensuring seamless voice and broadband access, and pursuant to the agreement,
AST LLC expects to build three ground gateways in Saudi Arabia and establish a Network Operations Center in Riyadh to support the network’s
operations and service quality. Commercial services arising from the partnership are anticipated to launch during 2026, contingent upon
securing full regulatory authorization, licensing, and compliance from the Communications, Space and Technology Commission of Saudi Arabia
and other relevant regulatory bodies across the 15-country operating footprint.
Forward-Looking
Statements
This
Current Report on Form 8-K contains “forward-looking statements” that are not historical facts and involve risks and uncertainties
that could cause actual results of the Company to differ materially from those expected and projected. These forward-looking statements
can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,” “anticipates,”
“expects,” “intends,” “plans,” “may,” “will,” “would,” “potential,”
“projects,” “predicts,” “continue,” or “should,” or, in each case, their negative or
other variations or comparable terminology. These forward-looking statements are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements involve significant risks and uncertainties that could cause
the actual results to differ materially from the expected results. Most of these factors are outside the Company’s control and
are difficult to predict.
Factors
that could cause such differences include, but are not limited to: (i) expectations regarding the Company’s strategies and future
financial performance, including the Company’s future business plans or objectives, expected functionality of the SpaceMobile Service,
anticipated timing of the launch of the Block 2 BlueBird satellites, anticipated demand and acceptance of mobile satellite services,
prospective performance and commercial opportunities and competitors, the timing of obtaining regulatory approvals, ability to finance
its research and development activities, commercial partnership acquisition and retention, products and services, pricing, marketing
plans, operating expenses, market trends, revenues, liquidity, cash flows and uses of cash, capital expenditures, and the Company’s
ability to invest in growth initiatives; (ii) the negotiation of definitive agreements with mobile network operators relating to the
SpaceMobile Service that would supersede preliminary agreements and memoranda of understanding and the ability to enter into commercial
agreements with other parties or government entities; (iii) the ability of the Company to grow and manage growth profitably and retain
its key employees and the Company’s responses to actions of its competitors and its ability to effectively compete; (iv) changes
in applicable laws or regulations; (v) the possibility that the Company may be adversely affected by other economic, business, and/or
competitive factors; (vi) the outcome of any legal proceedings that may be instituted against the Company; (vii) the expected benefits
of entering into the agreement with STC described above and associated anticipated milestones and (viii) other risks and uncertainties
indicated in the Company’s filings with the Securities and Exchange Commission (“SEC”), including those in the
Risk Factors section of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC
on March 3, 2025 and Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025 filed with the SEC on May 12, 2025.
The
Company cautions that the foregoing list of factors is not exclusive. The Company cautions readers not to place undue reliance upon any
forward-looking statements, which speak only as of the date made. For information identifying important factors that could cause actual
results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors in the Company’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on March 3, 2025, its Quarterly Report on Form
10-Q for the fiscal quarter ended March 31, 2025 filed with the SEC on May 12, 2025, and the future reports that the Company may file
from time to time with the SEC. The Company’s securities filings 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.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press release issued on October 29, 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:
October 29, 2025 |
By: |
/s/
Andrew M. Johnson |
| |
|
Andrew
M. Johnson |
| |
|
Executive
Vice President, Chief Financial Officer and Chief Legal Officer |
