AST SpaceMobile Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Other Events, Financial Statements and Exhibits
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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 | |||