Ast Spacemobile Inc 8-K Filings

AST SpaceMobile, Inc. completed a private offering of $1.0 billion aggregate principal amount of 1.625% Convertible Senior Notes due February 1, 2034, plus an option for initial purchasers to buy up to an additional $150 million.

The unsecured notes pay 1.625% interest semiannually and are convertible upon specified stock-price and trading-condition triggers, and at any time from November 1, 2033, at an initial conversion rate of 12.5672 shares per $1,000 (conversion price approximately $79.57 per share). AST SpaceMobile may settle conversions in cash, stock or a combination. A capped call, costing $96.9 million, is designed to reduce potential dilution and/or offset cash paid above principal.

Net proceeds are estimated at $983.6 million (rising to $1,131.2 million if the option is fully exercised). The company plans to fund growth initiatives and secure additional launch and orbital access for its space-based cellular broadband network. Initially, based on an initial maximum conversion rate of 15.0806 shares per $1,000, up to 15,080,600 Class A shares may be issued upon conversion, subject to adjustments.

AST SpaceMobile, Inc. plans a private offering of $1.0 billion aggregate principal amount of convertible senior notes due 2034 to qualified institutional buyers, with an option for initial purchasers to buy up to an additional $150 million. The notes will be senior unsecured, pay interest semiannually, mature on February 1, 2034, and be convertible into cash, Class A common stock, or a combination, at the company’s election. Final interest and conversion terms will be set at pricing. The company also intends to enter into capped call transactions to help reduce potential dilution and/or offset cash payments above principal upon conversion.

Preliminary unaudited figures indicate total cash, cash equivalents and restricted cash of approximately $2,723 million as of June 30, 2026. Based on current expectations, the launch campaign is targeting about 45 BlueBird satellites in early 2027, subject to launch readiness and other factors. AST SpaceMobile is in advanced discussions with Rakuten regarding preliminary selection of RAST Co., Ltd. as an indirect subsidy recipient for Japan’s J-LEO project, with a total expected value up to 148 billion yen (about $1 billion), though there is no assurance a joint venture or government financing will be finalized.

AST SpaceMobile, Inc. reported results of its Annual Meeting of Stockholders held on June 12, 2026. Stockholders representing 253,500,110 shares, or 87.7% of total voting power as of the record date, were present in person or by proxy, establishing a quorum.

All 10 director nominees were elected to serve until the 2027 Annual Meeting, each receiving a substantial majority of votes cast, with broker non-votes recorded on the election proposals. Ronald Rubin and Johan Wibergh each received more than 873 million votes for their election.

Stockholders also ratified the appointment of KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 955,415,314 votes for, 1,026,633 against, and 525,865 abstentions. In addition, the non-binding advisory vote on compensation for the company’s named executive officers was approved, with 857,850,351 votes for, 17,588,127 against, 530,264 abstentions, and 80,999,070 broker non-votes.

AST SpaceMobile reported rapid operational progress and heavy investment in its space-based cellular broadband network for the first quarter of 2026. Revenue reached $14.7 million, up from early-stage levels a year ago, mainly from gateway deliveries and U.S. government milestones, and the company reiterated full-year 2026 revenue guidance of $150.0 million to $200.0 million.

The business remains deeply loss-making as it scales. Total operating expenses were $164.1 million, and net loss attributable to common stockholders was $191.0 million, or ($0.66) per share. On a non-GAAP basis, adjusted operating expenses were $91.2 million, reflecting significant stock-based compensation and depreciation add-backs.

AST SpaceMobile ended March 31, 2026 with a large liquidity position of about $3.5 billion in cash, cash equivalents and restricted cash, after raising over $1.0 billion in new debt and investing roughly $379.3 million in property, equipment and spectrum. Operationally, it is targeting about 45 BlueBird satellites in orbit during 2026, has achieved a 98.9 Mbps peak data speed to an unmodified smartphone, holds an FCC Supplemental Coverage from Space authorization in the U.S., and has nearly 60 mobile network operator partners covering more than 3 billion subscribers.

AST SpaceMobile, Inc. reported that during the New Glenn 3 mission on April 19, 2026, its Block 2 BlueBird 7 satellite was placed into a lower-than-planned orbit, making its altitude too low for sustained operations with its on-board thruster and leading to a decision to de-orbit the satellite. The satellite did separate from the launch vehicle and powered on, and the company expects the cost of BlueBird 7 to be recovered under its insurance policy. BlueBird 7 would have been the company’s eighth satellite in low Earth orbit for its planned space-based cellular broadband network. AST SpaceMobile is in production of Block 2 BlueBird satellites through BlueBird 32, with BlueBird 8 to 10 expected to be ready to ship in approximately 30 days, and it continues to expect an orbital launch every one to two months on average during 2026, targeting about 45 satellites in orbit by the end of 2026.

AST SpaceMobile reported its first meaningful year of revenue in 2025, generating $70.9 million, up from about $4.4 million in 2024. Fourth quarter revenue was $54.3 million, mainly from delivering 15 gateways across five continents and U.S. government service contracts.

The company is still deeply loss‑making, with a 2025 net loss attributable to common stockholders of $341.9 million and total operating expenses of $358.6 million. AST SpaceMobile ended 2025 with $2.8 billion in cash, cash equivalents and restricted cash and cites over $3.9 billion in total liquidity pro forma for a new $1.075 billion 10‑year convertible notes deal. It has incurred about $1.6 billion in capitalized property and equipment, is ramping its BlueBird satellite constellation toward 45–60 satellites by the end of 2026, and reports over $1.2 billion of contracted revenue commitments from partners.

AST SpaceMobile, Inc. disclosed that on February 20 and 23, 2026 it completed cash repurchases of approximately $46.5 million principal of its 4.25% convertible senior notes due 2032 and $250.0 million principal of its 2.375% convertible senior notes due 2032 in privately negotiated deals with noteholders.

The company paid about $180.5 million in cash for the 4.25% notes and about $433.7 million for the 2.375% notes, with the latter amount including accrued interest. These repurchases were funded using cash on hand and net proceeds from concurrent registered direct offerings of 1,862,741 and 4,475,223 Class A shares at $96.92 per share.

AST SpaceMobile, Inc. has closed an additional private offering of its 2.25% Convertible Senior Notes due 2036. Initial purchasers exercised their option to buy an extra $75,000,000 of these notes, which settled on February 20, 2026.

This brings the total outstanding principal amount of the convertible notes to $1,075,000,000. Based on the initial maximum conversion rate of 10.3177 shares per $1,000 principal amount, a maximum of 11,091,528 shares of Class A common stock may initially be issued upon conversion, subject to customary anti-dilution adjustments.

The notes were sold in a private placement under Section 4(a)(2) and resold to qualified institutional buyers under Rule 144A, with any conversion shares expected to be issued under an exemption from registration pursuant to Section 3(a)(9) of the Securities Act.

AST SpaceMobile, Inc. completed a private offering of $1.0 billion of 2.25% convertible senior notes due 2036, with an additional $150 million option for initial purchasers. The notes are unsecured, pay semiannual interest, and are convertible into Class A common stock at an initial price of about $116.30 per share, a 20% premium to the prior $96.92 share price.

The company expects net proceeds of roughly $983.7 million, to be used for general corporate purposes, including global spectrum deployment, AI-related commercialization, government space opportunities, debt reduction, and investments in its SpaceMobile service. In related transactions, AST SpaceMobile priced two registered direct offerings totaling about 6.3 million shares at $96.92 per share, primarily to fund cash repurchases of approximately $46.5 million of 4.25% convertible notes and $250.0 million of 2.375% convertible notes.

After these repurchases, about $3.5 million of the 4.25% notes and $325.0 million of the 2.375% notes will remain outstanding, while the company removes roughly $300 million of debt, about 5.2 million underlying shares, and approximately $51.4 million of remaining interest obligations.

AST SpaceMobile, Inc. outlined a major financing plan and shared preliminary 2025 figures. The company plans a private offering of $1.0 billion in convertible senior notes due 2036, with an option for an additional $150 million, alongside two registered direct equity offerings to fund up to $300 million of repurchases of its 2032 convertible notes.

Preliminary 2025 revenues are estimated at $63–$71 million, with operating expenses of $355–$363 million and adjusted operating expenses of $257–$263 million. As of December 31, 2025, cash and restricted cash were about $2,780 million and total consolidated indebtedness about $2,264 million, reflecting significant use of debt to fund its satellite constellation and the Ligado spectrum transaction.

AST SpaceMobile, Inc. reported a change in its board of directors following the resignation of Mr. Hiroshi Mikitani on January 13, 2026, effective the same day. Mr. Mikitani had served as the designee of Rakuten Group, Inc. under a stockholders agreement, but subsequent issuances of Class A common stock reduced Rakuten’s ownership below the level required to continue designating a director. Rakuten still has the contractual right to appoint one observer to the board. The company stated that Mr. Mikitani’s resignation was not due to any disagreement regarding its operations, policies, or practices. On January 16, 2026, the board reduced its size from 12 directors to 11 to remove the vacant seat previously held by Mr. Mikitani.

AST SpaceMobile, Inc. reported that stockholders approved its Amended and Restated 2024 Incentive Award Plan at a special meeting. The plan adds 10,000,000 shares of Class A common stock reserved for equity awards and extends the plan’s expiration from July 29, 2034 to October 6, 2035, unless ended earlier by the board.

Stockholders of all three classes of common stock voted, with 153,102,460 shares represented, accounting for 80.2% of the company’s total voting power and establishing a quorum. The proposal passed with 819,647,361 votes for, 36,483,937 against, and 438,864 abstentions, confirming strong support for increasing the share pool and extending the life of the incentive plan.

AST SpaceMobile, Inc. reported that it issued a press release announcing financial results for the three and nine months ended September 30, 2025. The company also furnished a Third Quarter 2025 Business Update, both dated November 10, 2025.

The press release is provided as Exhibit 99.1 and the business update presentation as Exhibit 99.2. These materials are being furnished, not filed, under the Exchange Act. The presentation may be discussed on the company’s third quarter 2025 conference call and will be available on its website.

AST SpaceMobile reported that subsidiary BackstopCo, LLC entered a cash‑collateralized term loan with UBS AG, Stamford Branch for $420.0 million. The loan bears a floating rate of Term SOFR + 2.0% and matures on the earlier of October 31, 2028 or acceleration under the agreement. It may be prepaid in whole or in part without penalty, subject to any breakage costs.

The facility is secured by a first‑priority lien on substantially all of BackstopCo’s assets and requires BackstopCo to maintain cash or cash equivalents in a collateral account equal to at least 102.0% of the outstanding principal. AST SpaceMobile, Inc. is not a borrower or guarantor. AST LLC provides a limited “bad boy” guaranty with recourse limited to its equity in BackstopCo. The agreement includes customary covenants on indebtedness, liens, investments, asset sales, mergers, affiliate transactions, dividends, and customary events of default, including change in control and insolvency.

AST SpaceMobile (ASTS) announced financing actions. The company repurchased $50.0 million principal of its 4.25% convertible notes due 2032 for an aggregate repurchase price of approximately $161.1 million. The buyback was funded with a registered direct sale of 2,048,849 Class A shares at $78.61 per share that closed on October 29, 2025.

Separately, initial purchasers exercised in full their option to buy an additional $150,000,000 of AST SpaceMobile’s 2.00% Convertible Senior Notes due 2036. After this option closing, a total of $1,150,000,000 aggregate principal amount of these notes is outstanding. Based on the initial maximum conversion rate of 12.7210 shares per $1,000 principal amount, a maximum of 14,629,150 Class A shares may initially be issued upon conversion, subject to customary anti-dilution adjustments.

AST SpaceMobile (ASTS) announced a 10-year commercial agreement with Saudi Telecom Company (STC). STC committed a $175 million prepayment during 2025 for future services, supporting the rollout of direct-to-device satellite mobile connectivity across Saudi Arabia and key regional markets.

The partnership targets delivering 5G and 4G LTE service directly to standard mobile phones, without special software or device updates. AST expects to build three ground gateways in Saudi Arabia and establish a Network Operations Center in Riyadh to support operations and service quality. Commercial services are anticipated to launch during 2026, contingent upon securing full regulatory authorization, licensing, and compliance from Saudi Arabia’s Communications, Space and Technology Commission and other bodies across a 15-country footprint.

AST SpaceMobile completed a private offering of $1.0 billion aggregate principal amount of 2.00% Convertible Senior Notes due 2036, with an option for initial purchasers to buy up to an additional $150 million within 13 days. The deal size was increased from $850 million. Net proceeds were approximately $981.9 million, to be used for general corporate purposes, including deployment of its satellite constellation.

The notes pay 2.00% interest semiannually and are convertible under specified stock price and trading conditions before October 15, 2035, and at any time thereafter until shortly before maturity. The initial conversion rate is 10.3845 shares per $1,000, equal to an initial conversion price of about $96.30, a 22.5% premium to the last reported sale price on October 21, 2025. The company may redeem on or after January 22, 2029 if conditions are met; holders have a repurchase right at 100% upon a fundamental change. Initially, a maximum of 12,721,000 shares may be issued upon conversion based on the initial maximum conversion rate.

AST SpaceMobile announced financing plans and a liquidity update. The company plans a proposed private offering of $850.0 million convertible senior notes due 2036 and a proposed registered direct equity offering, alongside a concurrent repurchase of up to $50.0 million of its 4.25% notes. The preliminary, unaudited update shows $1,220.1 million in cash, cash equivalents and restricted cash as of September 30, 2025, and total consolidated indebtedness of $724.4 million.

AST SpaceMobile launched an ATM program on October 7, 2025 for up to $800.0 million. As of October 20, 2025, it sold approximately 3.2 million shares for aggregate net proceeds of $277.4 million. The company agreed it will not sell additional ATM shares until the later of the 15th day after the New Notes pricing date and receipt of certain waivers.

AST SpaceMobile entered into an Equity Distribution Agreement on October 7, 2025 that allows it to sell shares of its Class A common stock, from time to time, in an at-the-market offering program.

The company may offer and sell shares with an aggregate offering price of up to $800.0 million over a term of up to three years through a syndicate of sales agents including B. Riley Securities, Barclays Capital, BofA Securities, Cantor Fitzgerald, Deutsche Bank Securities, Roth Capital Partners, Scotia Capital (USA), UBS Securities, William Blair and Yorkville Securities.

The agents are entitled to a commission of up to 3.0% of the gross sales price per share sold and will receive customary indemnification, contribution rights, and expense reimbursement. AST SpaceMobile is not obligated to sell any shares and can suspend or terminate the offering, which will also end once the full $800.0 million is sold or on the third anniversary of the agreement.

AST SpaceMobile, Inc. plans to hold a special stockholder meeting on or about November 21, 2025 to vote on changes to its Amended and Restated 2024 Incentive Award Plan. The proposal would increase the shares of Class A common stock available under the plan to a total of 15,415,079 shares, combining 14,000,000 new shares with 1,415,079 shares carried over from a prior 2020 plan. The company also seeks to extend the plan’s expiration date from July 29, 2034 to the tenth anniversary of the earlier of board adoption or stockholder approval. Stockholders of record as of October 15, 2025 will be entitled to receive notice of and vote at the special meeting.

AST SpaceMobile completed its acquisition of EllioSat Ltd. The company closed the previously announced transaction and paid the first required consideration of $26.0 million to CCUR Holdings, Inc. by issuing 581,395 shares of its Class A common stock on the Closing Date. The issuance was made under an exemption from registration provided by Section 4(a)(2) of the Securities Act. The disclosure states the transfer of 100% of EllioSat's issued and outstanding equity interests to AST SpaceMobile under the Share Purchase Agreement dated August 5, 2025.

AST SpaceMobile reported a key operational milestone for its satellite network. As of September 4, 2025, its BlueBird 6 satellite, the company’s first Block 2 BlueBird model, is fully assembled and undergoing final tests to prepare for shipment. This marks concrete progress toward expanding its planned space-based mobile broadband service.

The company also disclosed that the Federal Communications Commission has approved 20 of its satellites to launch, subject to certain conditions. This regulatory step is important because it allows a significant portion of the planned constellation to move closer to deployment once technical preparations and conditions are satisfied. The update was shared via a post on X, attached as an exhibit, and is framed with customary forward-looking statement cautions and references to previously disclosed risk factors.

AST SpaceMobile announced it has issued a press release reporting financial results for the three- and six-month periods ended June 30, 2025, and has furnished a Second Quarter 2025 business update presentation. The company states the press release and presentation are attached to this Current Report as exhibits and that the presentation may be referenced on the company’s second quarter conference call. The business update is also available on the company website. The filing itself does not include financial line items or metrics; readers are directed to the attached exhibits for the full results and supporting slides.

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.

AST SpaceMobile (NASDAQ:ASTS) obtained U.S. Bankruptcy Court approval for its $550 million Ligado Transaction, securing up to 45 MHz lower mid-band spectrum in the U.S. and Canada for 80+ years.

Key terms:

• Funding via non-recourse senior-secured delayed-draw term loan; 4.7 million penny warrants already issued to Ligado.
• Advance payments to Inmarsat totaling $535 million ($420 m by 10/31/25, $100 m by 3/31/26, $15 m at closing).
• SpectrumCo must pay at least $80 million annually for spectrum usage and share net revenue.
• Closing depends on FCC/ISED approvals and completion of Ligado’s Chapter 11 process.

Deal enhances nationwide direct-to-device capacity but materially increases debt and cash obligations; benefits remain subject to financing and regulatory execution.

AST SpaceMobile (NASDAQ:ASTS) filed an 8-K announcing the pricing of a registered direct offering of Class A common stock alongside a concurrent repurchase of a portion of its 4.25% convertible senior notes due 2032. The company aims to use proceeds from the stock offering to fund the note repurchase.

The filing represents a significant capital structure adjustment, though specific pricing and volume details were not disclosed in this 8-K. The transaction appears designed to manage the company's debt obligations while maintaining its capital position.