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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): July 24, 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
2.02 Results of Operation and Financial Condition.
On
July 24, 2025, AST SpaceMobile, Inc. (the “Company”) announced a proposed offering (the “New Notes Offering”)
of convertible senior notes due 2032 (the “New Notes”) to qualified institutional buyers pursuant to Rule 144A under
the Securities Act of 1933, as amended (the “Securities Act”), and its intention to enter into capped call transactions
in connection therewith as described in Item 8.01 below. The Company separately announced a registered direct offering of shares of its
Class A common stock (the “Registered Direct Offering”) as described in Item 8.01 below. In connection with the New
Notes Offering and the Registered Direct Offering, the Company provided the following disclosure for the purpose of supplementing and
updating disclosures contained in the Company’s prior filings with the Securities and Exchange Commission, which includes certain
preliminary unaudited financial information of the Company as of June 30, 2025:
Liquidity
Update
As
of June 30, 2025, total cash and cash equivalents and restricted cash was approximately $939.4 million. Giving effect to the Company’s
recent repurchase of its 4.25% senior convertible notes due 2032 (“Existing Convertible Notes”) and its new equipment
financing facility, as of June 30, 2025, the Company’s total consolidated indebtedness for borrowed money was approximately $278.6
million, consisting of $235.0 million principal amount of Existing Convertible Notes and an aggregate of approximately $43.6 million
of senior secured indebtedness at its subsidiaries. The Company’s financial results as of and for the quarter ended June 30, 2025
are not yet complete and will not be available until after the completion of this offering. Accordingly, the foregoing financial information
is a preliminary estimate for cash and cash equivalents and restricted cash, total consolidated indebtedness, and total senior secured
indebtedness as of June 30, 2025. These estimates are subject to revision based upon the completion of the Company’s quarter-end
financial closing procedures and other developments that may arise prior to the time the Company’s financial results for the quarter
ended June 30, 2025 are finalized. Neither the Company’s independent auditors, nor any other independent accountants, have audited,
reviewed, compiled, examined, or performed any procedures with respect to this preliminary financial information. You should not place
undue reliance on these preliminary estimates.
ATM
Update
On
May 13, 2025, we entered into an Equity Distribution Agreement (the “ATM Sales Agreement”) to sell shares of our Class A
common stock having an aggregate offering price of up to $500.0 million, from time to time, through an “at the market offering”
program, under which B. Riley Securities, Inc., Barclays Capital Inc., BofA Securities, Inc., Cantor Fitzgerald & Co., Deutsche Bank
Securities Inc., Roth Capital Partners, LLC, Scotia Capital (USA) Inc., UBS Securities LLC and William Blair & Company, L.L.C. act
as sales agents (the “2025 ATM Program”). As of July 16, 2025, we have sold approximately 13.6 million shares of our
Class A common stock through our 2025 ATM Program for aggregate net proceeds of $488.7 million. Having utilized virtually the entire
capacity of the 2025 ATM Program, we terminated the 2025 ATM Program on July 23, 2025.
The
information included in this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934 (“Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated
by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such
a filing.
Item
8.01 Other Events.
On
July 24, 2025, the Company issued a press release relating to its proposed offering of the New Notes to qualified institutional buyers
pursuant to Rule 144A under the Securities Act and its intention to enter into capped call transactions in connection therewith, and
a press release relating to its proposed registered direct offering of Class A common stock and concurrent repurchase of a portion of
its Existing Convertible Notes. A copy of the press releases are filed as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K and
are incorporated by reference herein.
Neither
this Current Report on Form 8-K nor the press releases filed as Exhibits 99.1 and 99.2 hereto constitute an offer to sell, or a solicitation
of an offer to buy, any shares of AST SpaceMobile’s Class A common stock or any of its New Notes, or an offer to buy, or a solicitation
of an offer to sell, any of its Existing Notes, nor will there be any sale of any of AST SpaceMobile’s securities in any state
or other jurisdiction in which such offer, sale or solicitation would be unlawful.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
No. |
|
Description |
99.1 |
|
Press release titled “AST SpaceMobile Announces Proposed Private Offering of $500.0 Million of Convertible Senior Notes Due 2032,” dated July 24, 2025 |
99.2 |
|
Press
release titled “AST SpaceMobile Announces Proposed Repurchase of up to $135.0 million Million Convertible Senior Notes
to be Funded By Concurrent Registered Direct Offering of Class A Common Stock,” dated July 24, 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: |
July
24, 2025 |
By: |
/s/
Andrew M. Johnson |
|
|
|
Andrew
M. Johnson
|
|
|
|
Executive
Vice President, Chief Financial Officer and Chief Legal Officer |