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

Rhea-AI Filing Summary

AST SpaceMobile (ASTS) disclosed an agreement to acquire 100% of EllioSat Ltd., holder of key ITU-priority S-Band MSS rights (1980-2010 MHz / 2170-2200 MHz) for low-Earth-orbit use. The deal price totals up to $64.5 million: $26 million at closing, $10 million on each of the 2nd and 3rd anniversaries, plus earn-outs of $16.65 million upon successful launch & in-service of an L/S satellite and $1.85 million after 90 days of continuous operation. ASTS may settle each payment in cash, Class A shares (valued at a 30-day VWAP), or a mix, and has granted the seller related registration rights.

The transaction is expected to close in 2H-25, subject to customary conditions and a drop-dead date of 30 Nov 2025 (extendable). Management issued a concurrent press release (Ex. 99.1) but provided no updated financial guidance. The spectrum adds global mid-band capacity critical to the planned SpaceMobile service and Block 2 BlueBird satellites, potentially improving service quality, regulatory moat and negotiating leverage with mobile network operators. Investors should monitor closing progress, funding choices and satellite launch timelines, as the earn-outs are tied to technical milestones.

Insights

Satellite Industry Analyst

TL;DR: Acquisition secures scarce S-Band spectrum, boosting ASTS network economics; moderate cash need, execution risk remains.

The ITU S-Band rights cover globally harmonised MSS downlink/uplink channels, attractive for mobile broadband because of favourable propagation and handset compatibility. Comparable spectrum transactions have commanded meaningful premiums, so a maximum outlay of $64.5 million appears reasonable relative to ASTS’s $750-800 million market cap. By allowing equity settlement, management preserves liquidity for BlueBird Block 2 CAPEX. However, value only materialises if launches occur on schedule and regulators honour the priority filings. Satellite manufacturing, launch delays or ITU coordination disputes could defer the $18.5 million earn-outs and impair service rollout.

Securities Analyst

TL;DR: Deal is modestly accretive to strategic assets; financial impact immaterial near-term, but positive for long-term valuation.

From a capital-markets lens, the upfront $26 million equals ~4% of 2024 year-end cash, a manageable hit. Optional share issuance gives flexibility, though dilution risk rises if equity price weakens. No immediate revenue or EBITDA uplift is expected; thus, the story remains execution-driven. Closing delays beyond 30 Nov 2025 could terminate the agreement, resetting timelines. Overall impact: positive yet not transformational, keeping ASTS a high-beta, catalyst-dependent stock.

false 0001780312 0001780312 2025-08-05 2025-08-05 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): August 5, 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 August 6, 2025, AST SpaceMobile, Inc. (the “Company”) issued a press release announcing that it had entered into an agreement to acquire an entity that holds certain S-Band ITU priority rights to MSS (Mobile Satellite Services) frequencies in the range of 1980-2010 MHz and 2170-2200 MHz, for use in low Earth orbit. 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 August 5, 2025, the Company and AST & Science, LLC entered into a Share Purchase Agreement (the “Agreement”) with CCUR Holdings, Inc. (“Seller”) and EllioSat Ltd., pursuant to which the Company agreed to purchase from Seller, and the Seller agreed to sell to the Company, 100% of the issued and outstanding equity interests in EllioSat Ltd. for (i) $26 million to be paid at Closing (as defined below), (ii) $10 million to be paid on the second anniversary of Closing, and (iii) $10 million to be paid on the third anniversary of Closing. The Company is also obligated to pay Seller an additional $16.65 million upon the successful launch and effective in-service of a L/S satellite to be manufactured and an additional $1.85 million upon continuous operation of such L/S satellite for a period of at least ninety (90) days. In the Company’s sole discretion, the Company is permitted to pay the consideration under the Agreement in cash, in shares of its Class A common stock (calculated using a trailing 30-day volume-weighted average price as of five business days prior to the applicable date of payment), or a combination thereof. To the extent the Company pays some or all of the consideration in shares of its Class A common stock, the Company has agreed to certain registration rights covering the resale of such shares.

EllioSat Ltd. holds certain S-Band ITU priority rights to MSS (Mobile Satellite Services) frequencies in the range of 1980-2010 MHz and 2170-2200 MHz, for use in low Earth orbit.

The transaction is expected to close (the “Closing”) during the second half of 2025. The Closing is contingent upon the satisfaction of customary closing conditions set forth in the Agreement. The Agreement also includes customary termination provisions, including if the Closing has not occurred on or before November 30, 2025, which can be extended under certain circumstances.

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 Company’s ability to complete the acquisition of EllioSat Ltd. described above in a timely manner (or at all) and at the price and upon the terms anticipated 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 August 6, 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: August 7, 2025	By:	/s/ Andrew M. Johnson
		Andrew M. Johnson
		Executive Vice President, Chief Financial Officer and Chief Legal Officer

FAQ

What did ASTS announce in its August 2025 Form 8-K?

ASTS agreed to acquire EllioSat Ltd. to obtain S-Band MSS spectrum rights, for up to $64.5 million in staged and contingent payments.

How will ASTS pay for the EllioSat acquisition?

The company may pay each installment in cash, Class A common stock valued at a 30-day VWAP, or a combination of both.

When is the EllioSat deal expected to close?

Management targets 2H-2025 closing, with a termination right if it has not closed by 30 Nov 2025 (subject to extensions).

What additional payments are contingent on satellite milestones?

ASTS will pay $16.65 million after launch & in-service of an L/S satellite and $1.85 million after 90 days of continuous operation.

Why is S-Band spectrum important to ASTS?

S-Band (1980-2010/2170-2200 MHz) offers favorable propagation for mobile devices, supporting the company’s planned direct-to-device broadband service.