false
0001780312
0001780312
2025-06-23
2025-06-23
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): June 23, 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
1.01 Entry into a Material Definitive Agreement.
On
June 23, 2025, the U.S. Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) approved the proposed
transaction between AST SpaceMobile, Inc. (the “Company”) and Ligado Networks LLC (“Ligado Networks”), pursuant
to which the Company will receive long-term access to up to 45 MHz of lower mid-band spectrum in the United States and Canada for direct-to-device
satellite applications.
As
previously announced, on January 5, 2025, AST & Science, LLC, a subsidiary of the Company (“AST, LLC”), entered into
a binding agreement (the “Strategic Collaboration Term Sheet”) with Ligado Networks with respect to up to 45 MHz of lower
mid-band spectrum in the United States and Canada for direct-to-device satellite applications. The transactions contemplated by this
agreement (the “Ligado Transaction”), when consummated, will add additional capabilities to the Company’s technology
and space-based network, based on the largest-ever communications arrays deployed in low Earth orbit, pairing existing plans for the
continental United States on low-band spectrum, which offers superior penetration and coverage characteristics, with access to up to
45 MHz of lower mid-band spectrum, the largest available block of high-quality nationwide spectrum in the United States.
The
Strategic Collaboration Term Sheet was entered into as part of the restructuring of Ligado Networks, which, together with certain of
its direct and indirect subsidiaries (together with Ligado Networks, “Ligado”) filed a voluntary petitions for relief under
Chapter 11 of United States Bankruptcy Code in the Bankruptcy Court on January 5, 2025.
Pursuant
to the Strategic Collaboration Term Sheet, as previously announced, on March 22, 2025, (1) the Company, AST, LLC, Spectrum USA I, LLC,
a subsidiary of AST, LLC (“SpectrumCo”), and Ligado Networks entered into a Framework Agreement (the “Framework Agreement”),
(2) SpectrumCo and Ligado Networks entered into a Strategic Collaboration and Spectrum Usage Agreement (the “Collaboration Agreement”),
(3) AST, LLC and One Dot Six LLC entered into a Spectrum Usage Rights Agreement (the “Usage Rights Agreement”), (4) the Company,
Cerberus Capital Management, L.P. and Fortress Credit Advisors LLC entered into a Side Letter Agreement (the “Governance Side Letter”)
and (5) the Company issued to Ligado Networks approximately 4.7 million penny warrants exercisable for shares of the Company’s
Class A common stock, subject to a 12-month lockup (the “Warrant”, and together with the Framework Agreement, Collaboration
Agreement, Usage Rights Agreement and Governance Side Letter, collectively, the “Definitive Agreements”).
In
accordance with the Definitive Agreements, the closing of the Ligado Transaction will be subject to receipt of satisfactory regulatory
approvals required for the proposed use of the spectrum and other closing conditions, and the Company will be required to pay to Ligado
consideration of approximately $550.0 million (in addition to the Warrant already issued to Ligado). To support this consideration, a
subsidiary of the Company received a $550.0 million institutional financing commitment to finance a planned wholly owned special-purpose
vehicle in the form of a non-recourse senior-secured delayed-draw term loan facility, subject to customary closing conditions. In
accordance with the Collaboration Agreement, SpectrumCo would be required to pay at least $80.0 million annually for spectrum
usage rights and provide Ligado with long-term net revenue sharing rights.
On
June 13, 2025, the Company announced a Settlement Term Sheet (the “Term Sheet”) among parties including the Company, Ligado,
Viasat, Inc. and Inmarsat Global Limited (“Inmarsat”). The Term Sheet provides that, among other things, as part of Ligado’s
ongoing restructuring, Inmarsat will support the receipt by the Company of long-term spectrum usage rights for 80 years or more with
respect to up to 40 MHz of L-Band MSS spectrum in the United States and Canada held by Ligado, plus access to an additional 5 MHz in
the 1670-1675 MHz Band in the United States. In addition, under the Term Sheet, Inmarsat has agreed to provide affirmative support for
the Company’s planned regulatory applications with the Federal Communications Commission (FCC) in the United States and ISED in
Canada seeking authority to operate a NGSO system within the L-Band mid-band spectrum in North America.
The
Term Sheet supplements the Definitive Agreements previously entered into between the Company and Ligado. Closing of the Ligado Transaction
will be subject to receipt of satisfactory regulatory approvals required for the proposed use of the spectrum, as well as other closing
conditions. The Term Sheet also provides that, of the $550.0 million consideration to be paid by the Company to Ligado under the Framework
Agreement, $535.0 million will be paid to Inmarsat, as further described below.
Pursuant
to the Term Sheet and in connection with Inmarsat’s affirmative support and the resolution of certain litigation matters between
Ligado and Inmarsat, the Company has agreed to make certain payments in advance of the closing of the Ligado Transaction, subject to
certain conditions. So long as the financial sponsors of Ligado provide a backstop commitment to Ligado that is acceptable to the Company,
in support of a full refund of payments by Ligado in the event applicable regulatory approvals are not obtained and the closing does
not occur, the Company has agreed that, with respect to the $550 million otherwise owed to Ligado in connection with the Ligado Transaction,
it will pay $420.0 million to Inmarsat on Ligado’s behalf on October 31, 2025, $100.0 million to Inmarsat on Ligado’s behalf
on March 31, 2026 and $15.0 million to Inmarsat on Ligado’s behalf on receipt of specified regulatory approvals and the closing
of the Ligado Transaction. The Company plans to obtain institutional financing based on this refund obligation (supported by the backstop
commitment) to facilitate these obligations prior to the non-recourse senior-secured delayed-draw loan facility becoming available. SpectrumCo’s
obligation to begin making spectrum access usage payments to Ligado will begin on September 30, 2025.
On
June 23, 2025, the Bankruptcy Court approved the Ligado Transaction, including the Strategic Collaboration Term Sheet, the Definitive
Agreements and the Term Sheet.
The
foregoing description of the Term Sheet is only a summary and is qualified in its entirety by reference to the full text of the Term
Sheet which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein.
No
assurance can be provided that the Ligado Transaction will be consummated or that the related financing will be disbursed. The Ligado
Transaction and the disbursement of the related financing are subject to a number of conditions, including regulatory approval. In addition,
Ligado’s ongoing bankruptcy proceedings present risks that the Ligado Transaction will not be consummated. Moreover, even if the
Ligado Transaction is consummated, the benefits of the Ligado Transaction will be subject to, among other things, integration, technology
and regulatory risks. The Ligado Transaction will significantly increase the Company’s indebtedness (though any debt incurred pursuant
to the $550.0 million financing commitment will be non-recourse) and annual required cash spend.
Item
8.01 Other Events.
On
June 13, 2025, AST SpaceMobile, Inc. issued a press release relating to the Term Sheet. A copy of the press release is filed as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 1.1 |
|
Settlement Term Sheet, dated as of June 13, 2025, among AST Spacemobile Inc. Ligado Networks LLC, Viasat, Inc. and Inmarsat Global Limited |
| 99.1 |
|
Press release titled “AST SpaceMobile Announces Settlement Term Sheet Facilitating Long-Term Access to up to 45 MHz of Premium Lower Mid-Band Spectrum in North America for Direct-to-Device Satellite Applications” dated June 13, 2025 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
Forward-Looking
Statements
This
communication 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 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 and execution 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 involving the Company or Ligado, including any bankruptcy proceedings;
and (vii) 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 Form 10-K filed with the SEC on March 3, 2025.
No
assurance can be provided that the Ligado Transaction will be consummated or that the financing necessary to consummate the Ligado Transaction
will be obtained. The Ligado Transaction is subject to a number of conditions, including the satisfaction of the closing conditions specified
in the definitive documentation for the Ligado Transaction. In addition, Ligado’s ongoing bankruptcy proceedings present risks
that the Ligado Transaction will not be consummated. There are also risks related to the Company’s ability to raise the capital
necessary to pay Ligado pursuant to the Framework Agreement; any such financing would be subject to market conditions, any such equity
financing could result in increased dilution to holders of the Company’s Class A common stock and any debt financing could impose
operating restrictions on the Company’s business and require the Company to devote increasing amounts of cash to debt service.
Moreover, even if the Ligado Transaction is consummated, the benefits of the Ligado Transaction will be subject to integration, technology
and regulatory risks, as well as the risks to the Company referenced in the preceding paragraph.
The
Company cautions that the foregoing list of factors is not exclusive. The Company cautions readers not to place undue reliance on 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
Form 10-K filed with the SEC on March 3, 2025. 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.
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: |
June
26, 2025 |
By: |
/s/
Andrew M. Johnson |
| |
|
|
Andrew
M. Johnson |
| |
|
|
Executive
Vice President, Chief Financial Officer and Chief Legal Officer |
