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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): February 20, 2026
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
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information contained in Item 8.01 of this Current Report on Form 8-K under the heading “Option Notes” is incorporated herein
by reference.
Item
3.02 Unregistered Sales of Equity Securities.
The
information contained in Item 8.01 of this Current Report on Form 8-K under the heading “Option Notes” is incorporated herein
by reference.
Item
8.01 Other Events.
Copies
of the opinions of Freshfields US LLP relating to the legality of the issuance and sale of shares of AST SpaceMobile, Inc.’s Class
A common stock (“Class A Common Stock”), offered pursuant to the Company’s prospectus supplements, each dated February
11, 2026, are attached hereto as Exhibits 5.1 and 5.2 to this Current Report on Form 8-K.
Option
Notes
As
previously disclosed, on February 17, 2026, AST SpaceMobile, Inc. (the “Company”) issued $1,000,000,000 aggregate principal
amount of its 2.25% Convertible Senior Notes due 2036 (the “Notes”) in a private offering through certain initial purchasers.
On February 19, 2026, the Company was notified by the initial purchasers of the Notes of the exercise of their option to purchase an
additional $75,000,000 aggregate principal amount of the Notes (the “Option Notes”). On February 20, 2026, the Company consummated
the sale of the Option Notes to the initial purchasers.
The
Option Notes issued on February 20, 2026 have the same terms, and are issued under the same indenture, as the Notes issued on February
17, 2026. After giving effect to the issuance of the Option Notes, a total of $1,075,000,000 aggregate principal amount of the Notes
is currently outstanding. In addition, after giving effect to the issuance of the Option Notes, a maximum of 11,091,528 shares
of the Class A Common Stock may initially be issued upon conversion of the Notes based on the initial maximum conversion rate of 10.3177
shares of the Class A Common Stock per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions.
For additional information regarding the terms of the Option Notes and the related indenture, see the information set forth under the
heading “Indenture and Notes” in Item 1.01 of the Company’s Current Report on Form 8-K filed on February 17, 2026,
which information is incorporated herein by reference, and the indenture and form of note which are filed as exhibits to that Form 8-K
are incorporated herein by reference.
The
Option Notes were issued to the initial purchasers in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended (the
“Securities Act”), in transactions not involving any public offering. The Option Notes were initially resold by the initial
purchasers to persons whom the initial purchasers reasonably believe are “qualified institutional buyers,” as defined in,
and in accordance with, Rule 144A under the Securities Act. Any shares of the Class A Common Stock that may be issued upon conversion
of the Option Notes will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section
3(a)(9) thereof because no commission or other remuneration is expected to be paid in connection with conversion of the Notes and any
resulting issuance of shares of Class A Common Stock.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 4.1 |
|
Indenture, dated as of February 17, 2026, by and between AST SpaceMobile, Inc. and U.S. Bank Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on February 17, 2026) |
| 4.2 |
|
Form of Global Note, representing AST SpaceMobile, Inc.’s 2.25% Convertible Senior Notes due 2036 (included as Exhibit A to the Indenture incorporated by reference as Exhibit 4.1 to the Company’s Form 8-K filed on February 17, 2026) |
| 5.1 |
|
Opinion of Freshfields US LLP |
| 5.2 |
|
Opinion of Freshfields US LLP |
| 23.1 |
|
Consent of Freshfields US LLP (included in Exhibit 5.1) |
| 23.2 |
|
Consent of Freshfields US LLP (included in Exhibit 5.2) |
| 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: |
February
20, 2026 |
By: |
/s/
Andrew M. Johnson |
| |
|
|
Andrew
M. Johnson |
| |
|
|
Executive
Vice President, Chief Financial Officer and Chief Legal Officer |
